Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001108967 | ||
Entity Registrant Name | Orbital Energy Group, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Entity File Number | 0-29923 | ||
Entity Incorporation, State or Country Code | CO | ||
Entity Tax Identification Number | 84-1463284 | ||
Entity Address, Address Line One | 1924 Aldine Western | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77038 | ||
City Area Code | 832 | ||
Local Phone Number | 467-1420 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | OEG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 226,816,958 | ||
Entity Common Stock, Shares Outstanding | 85,409,451 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Dallas, Texas | ||
Auditor Firm ID | 248 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 26,865 | $ 3,046 |
Restricted cash - current | 150 | 452 |
Trade accounts receivable, net of allowance | 48,752 | 5,689 |
Inventories | 1,335 | 0 |
Contract assets | 7,478 | 6,820 |
Notes receivable, current portion | 3,536 | 44 |
Prepaid expenses and other current assets | 6,919 | 2,601 |
Assets held for sale, current portion | 6,679 | 6,146 |
Total current assets | 101,714 | 24,798 |
Property and equipment, less accumulated depreciation | 29,638 | 2,084 |
Investment | 1,063 | 1,063 |
Right of use assets - Operating leases | 18,247 | 6,268 |
Right of use assets - Financing leases | 14,702 | 0 |
Goodwill | 100,899 | 7,006 |
Other intangible assets, net | 142,656 | 10,553 |
Restricted cash, noncurrent portion | 1,026 | 1,026 |
Note receivable | 836 | 3,601 |
Deposits and other assets | 1,558 | 120 |
Assets held for sale, noncurrent portion | 0 | 9,526 |
Total assets | 412,339 | 66,045 |
Current Liabilities: | ||
Accounts payable | 10,111 | 8,960 |
Notes payable, current | 72,774 | 11,681 |
Line of credit | 2,500 | 441 |
Operating lease obligations - current portion | 4,674 | 1,369 |
Financing lease obligations - current portion | 4,939 | 0 |
Accrued expenses | 28,301 | 4,372 |
Contract liabilities | 6,503 | 4,873 |
Financial instrument liability | 825 | 0 |
Liabilities held for sale, current portion | 4,367 | 5,380 |
Total current liabilities | 134,994 | 37,076 |
Deferred tax liabilities | 260 | 0 |
Notes payable, less current portion | 156,605 | 4,850 |
Operating lease obligations, less current portion | 13,555 | 4,774 |
Financing lease obligations, less current portion | 9,939 | 0 |
Other long-term liabilities | 720 | 1,368 |
Liabilities held for sale, noncurrent portion | 0 | 830 |
Total liabilities | 316,073 | 48,898 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at December 31, 2021 or December 31, 2020 | 0 | 0 |
Common stock, par value $0.001; 325,000,000 shares authorized; 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021 and 31,029,642 shares issued and 30,676,579 shares outstanding at December 31, 2020 | 82 | 31 |
Additional paid-in capital | 311,487 | 171,616 |
Treasury stock at cost; 353,063 shares held at December 31, 2021 and December 31, 2020 | (413) | (413) |
Accumulated deficit | (210,934) | (149,681) |
Accumulated other comprehensive loss | (3,995) | (4,406) |
Total Orbital Energy Group, Inc.'s stockholders' equity | 96,227 | 17,147 |
Noncontrolling interest | 39 | 0 |
Total stockholders' equity | 96,266 | 17,147 |
Total liabilities and stockholders' equity | $ 412,339 | $ 66,045 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 325,000,000 | 325,000,000 |
Common stock, shares issued (in shares) | 82,259,739 | 31,029,642 |
Common stock, shares outstanding (in shares) | 81,906,676 | 30,676,579 |
Treasury stock, shares (in shares) | 353,063 | 353,063 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | $ 82,948 | $ 21,487 |
Cost of revenues | 78,630 | 19,567 |
Gross profit | 4,318 | 1,920 |
Operating expenses: | ||
Selling, general and administrative expense | 50,024 | 19,041 |
Depreciation and amortization | 6,762 | 3,260 |
Provision for bad debt | 346 | 1,626 |
Other operating (income) expenses | (23) | 24 |
Total operating expenses | 57,109 | 23,951 |
Loss from operations | (52,791) | (22,031) |
Other income | 777 | 982 |
Interest expense | (8,337) | (1,298) |
Loss from continuing operations before income taxes and equity in net loss of affiliate | (60,351) | (22,347) |
Net loss of affiliate | 0 | (4,806) |
Loss from continuing operations before taxes | (60,351) | (27,153) |
Income tax benefit | (10,508) | (1,451) |
Loss from continuing operations, net of income taxes | (49,843) | (25,702) |
Discontinued operations (Note 2) | ||
Loss from operations of discontinued businesses | (12,705) | (3,097) |
Income tax benefit | (1,334) | (1,352) |
Loss from discontinued operations, net of income taxes | (11,371) | (1,745) |
Net loss | (61,214) | (27,447) |
Less: net income attributable to noncontrolling interest | 39 | 0 |
Net loss attributable to Orbital Energy Group, Inc. | $ (61,253) | $ (27,447) |
Basic and diluted weighted average number of shares outstanding (in shares) | 58,348,489 | 29,937,863 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (0.86) | $ (0.86) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.19) | (0.06) |
Loss per common share - basic and diluted (in dollars per share) | $ (1.05) | $ (0.92) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income and (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss | $ (61,214) | $ (27,447) |
Foreign currency translation adjustment | 411 | (21) |
Reclassification adjustment | 0 | (14) |
Other comprehensive income (loss) | 411 | (35) |
Comprehensive loss | $ (60,803) | $ (27,482) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock Outstanding [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 28,736,436 | (353,063) | ||||||
Balance at Dec. 31, 2019 | $ 29 | $ 170,106 | $ (413) | $ (122,234) | $ (4,371) | $ 43,117 | $ 0 | $ 43,117 |
Common stock issued for acquisition (in shares) | 2,000,000 | 0 | ||||||
Common stock issued for acquisition | $ 2 | 1,222 | $ 0 | 0 | 0 | 1,224 | 0 | 1,224 |
Common stock issued for compensation, services, and royalty payments (in shares) | 293,206 | 0 | ||||||
Common stock issued for compensation, services, and royalty payments | $ 0 | 288 | $ 0 | 0 | 0 | 288 | 0 | 288 |
Net Income (Loss) Attributable to Parent, Total | (27,447) | (27,447) | (27,447) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest, Total | 0 | 0 | ||||||
Net loss | (27,447) | |||||||
Other comprehensive income (loss) | (35) | (35) | 0 | (35) | ||||
Balance (in shares) at Dec. 31, 2020 | 31,029,642 | (353,063) | ||||||
Balance at Dec. 31, 2020 | $ 31 | 171,616 | $ (413) | (149,681) | (4,406) | 17,147 | 0 | 17,147 |
Balance, nci at Dec. 31, 2020 | 0 | |||||||
Balance at Dec. 31, 2020 | 17,147 | |||||||
Common stock issued for acquisition (in shares) | 18,653,576 | 0 | ||||||
Common stock issued for acquisition | $ 18 | 36,917 | $ 0 | 0 | 0 | 36,935 | 0 | 36,935 |
Common stock issued for compensation, services, and royalty payments (in shares) | 1,891,056 | |||||||
Common stock issued for compensation, services, and royalty payments | 12,155 | 12,157 | 0 | 12,157 | ||||
Net Income (Loss) Attributable to Parent, Total | (61,253) | 0 | (61,253) | (61,253) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest, Total | 39 | 39 | ||||||
Net loss | (61,214) | |||||||
Other comprehensive income (loss) | 411 | 411 | 0 | 411 | ||||
Issuance of common stock via equity raises (in shares) | 25,966,515 | |||||||
Issuance of common stock via equity raises | $ 26 | 78,020 | 78,046 | 0 | 78,046 | |||
Common stock issued to lenders for OID for $105 million debt (in shares) | 1,636,651 | 0 | ||||||
Common stock issued to lenders for OID for $105 million debt | $ 2 | 3,811 | $ 0 | 0 | 0 | 3,813 | 0 | 3,813 |
Common stock issued for debt repayment (in shares) | 3,082,299 | |||||||
Common stock issued for debt repayment | $ 3 | 8,968 | 8,971 | 0 | 8,971 | |||
Balance (in shares) at Dec. 31, 2021 | 82,259,739 | (353,063) | ||||||
Balance at Dec. 31, 2021 | $ 82 | $ 311,487 | $ (413) | $ (210,934) | $ (3,995) | $ 96,227 | 96,227 | |
Balance, nci at Dec. 31, 2021 | $ 39 | 39 | ||||||
Balance at Dec. 31, 2021 | $ 96,266 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) $ in Millions | Dec. 31, 2021USD ($) |
Debt | $ 105 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (61,214) | $ (27,447) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 5,208 | 820 |
Amortization of intangibles | 7,702 | 4,421 |
Amortization of debt discount | 3,392 | 75 |
Gain on extinguishment of debt and loan modifications | (1,134) | 0 |
Amortization of note receivable discount | (319) | (288) |
Stock-based compensation and expense | 12,168 | 280 |
Fair value adjustment to liability for stock appreciation rights | 2,054 | 648 |
Fair value adjustment to financial instrument liability | (33) | 0 |
Net loss of affiliate | 0 | 4,806 |
Provision for bad debt | 343 | 1,639 |
Deferred income taxes | (10,878) | (1,006) |
Non-cash unrealized foreign currency gain | 492 | (310) |
Impairment of assets held for sale | 9,185 | 0 |
Inventory reserve | (350) | (424) |
Gain (loss) on disposal of assets | (26) | 39 |
Gain on sale of businesses | 0 | (14) |
Change in operating assets and liabilities, net of acquisition: | ||
Trade accounts receivable | (19,173) | 3,675 |
Inventories | (425) | 3,766 |
Contract assets | (296) | (2,250) |
Prepaid expenses and other current assets | 41 | 1,614 |
Right of use assets/lease liabilities, net of acquisitions: | 49 | (222) |
Deposits and other assets | (24) | (1,197) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | (38) | (3,521) |
Accrued expenses | 4,540 | (1,856) |
Contract liabilities | 3,060 | 1,720 |
NET CASH USED IN OPERATING ACTIVITIES | (45,676) | (15,032) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisitions, net of cash received | (132,518) | (2,981) |
Purchases of property and equipment | (7,779) | (1,696) |
Deposits on financing lease property and equipment | (762) | 0 |
Cash paid for working capital adjustment on Power group disposition | 0 | (2,804) |
Sale of discontinued operations, net of cash | 0 | (227) |
Proceeds from sale of property and equipment | 141 | 605 |
Purchase of other intangible assets | (705) | (11) |
Purchase of convertible note receivable | 0 | (260) |
Purchase of investments | (1,025) | (532) |
Proceeds from notes receivable | 621 | 0 |
NET CASH USED IN INVESTING ACTIVITIES | (142,027) | (7,906) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 3,250 | 100 |
Payments on line of credit | (1,191) | (109) |
Payments on financing lease obligations | (1,995) | (4) |
Proceeds from notes payable, net of debt discounts and issuances costs | 143,045 | 8,145 |
Payments on notes payable | (9,941) | (4,131) |
Proceeds from sales of common stock | 78,046 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 211,214 | 4,001 |
Effect of exchange rate changes on cash | 6 | 110 |
Net (decrease) increase in cash, cash equivalents and restricted cash | 23,517 | (18,827) |
Cash, cash equivalents and restricted cash at beginning of year | 4,524 | 23,351 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 28,041 | 4,524 |
Income taxes paid (net refunded) | (316) | (1,003) |
Interest paid | 2,257 | 1,025 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Non-cash investment in acquisitions including seller notes, equity issued and contingent consideration | 123,457 | 8,424 |
Financing note payable issued for payment on certain insurance policies, net of insurance cancellation | 2,854 | 2,457 |
Accrued property and equipment purchases at December 31 | $ 404 | $ 631 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Orbital Energy Group, Inc. (Orbital Energy Group, "OEG," "The Company") The Company is a diversified infrastructure services company serving customers in the electric power, telecommunications, and renewable markets. The Company’s reportable segments are the Electric Power segment, the Telecommunications segment, and the Renewables segment. In December 2021, 2020, The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas, Orbital Power, Inc. based in Dallas, Texas, and Eclipse Foundation Group based in Gonzales, Louisiana. The segment provides comprehensive infrastructure solutions to customers in the electric power industry. Services performed by Front Line Power and Orbital Power, Inc. generally include but are not January 2021, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021). 1990 o IMMCO, Inc. (acquired July 28, 2021), two 1992. o Full Moon Telecom, LLC (acquired October 22, 2021) 2/Layer 3 The Renewables segment consists of Orbital Solar Services based in Sanford, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to record purchase price allocation for the Company's acquisitions, fair value measurements used in goodwill impairment tests, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not may Principles of Consolidation The accompanying consolidated financial statements include the accounts of Orbital Energy Group, Inc. and its wholly owned subsidiaries Front Line Power Construction, LLC, Orbital Power, Inc., Eclipse Foundation Group, Orbital Solar Services, Gibson Technical Services, Inc., and GTS's wholly owned subsidiaries, IMMCO, Inc. and Full Moon Telecom, LLC hereafter referred to as the ‘‘Company.’’ Additionally, the following wholly owned subsidiaries are included in these financial statements as discontinued operations: Orbital Gas Systems, Ltd., Orbital Gas Systems, North America, Inc., and the following in 2020 2019 2020. Variable Interest Entity Orbital Solar Services entered into an agreement in 2021 not Orbital Solar Services, through its controlling interest in OSS-JPOW, has the power to direct the activities that significantly affect the economic performance of OSS-JPOW and the obligation to absorb losses or the right to receive benefits that could be significant to OSS-JPOW; therefore, Orbital Solar Services is considered the primary beneficiary and consolidates OSS-JPOW. During 2021, not December 31, 2021, Company Conditions and Sources of Liquidity The Company has experienced net losses and cash outflows from cash used in operating activities over the past years. As of and for the twelve December 31, 2021, As of December 31, 2021, twelve The Company has plans to access additional capital to meet its obligations for the twelve 10 Stockholders Equity and Stock-Based Compensation 7 Notes Payable 7 Notes Payable not 3 no As the Company continues its progression to build a full-service infrastructure services platform, a successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows through generating adequate revenue growth to support the Company’s cost structure. For the twelve December 31, 2021, two twelve December 31, 2021. twelve No The Company plans to meet its obligations as they become due over the next twelve Discontinued Operations and Sales of Businesses As part of the Company’s stated strategy to transform Orbital Energy Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not fourth December 31, 2021). 2020, Selected data for these discontinued businesses consisted of the following: Reconciliation of the Major Classes of Line Items Constituting Pretax Income from Discontinued Operations to the After-Tax Income from Discontinued Operations That Are Presented in the Statement of Operations (In thousands) For the Year Ended December 31, Major classes of line items constituting pretax profit (loss) of discontinued operations 2021 2020 Revenues $ 19,855 $ 33,278 Cost of revenues (14,193 ) (23,637 ) Selling, general and administrative expense (8,550 ) (11,205 ) Depreciation and amortization (1,638 ) (1,489 ) Research and development (2 ) (45 ) (Provision) credit for bad debt 3 (13 ) Impairment of assets held for sale (9,185 ) — Gain on extinguishment of PPP loan 779 — Interest expense (2 ) (5 ) Other income and (expense) 228 (98 ) Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) (12,705 ) (3,214 ) Pretax gain on sale of certain power and electromechanical businesses — 117 Total pretax income on discontinued operations (12,705 ) (3,097 ) Income tax benefit (1,334 ) (1,352 ) Total income from discontinued operations $ (11,371 ) $ (1,745 ) Reconciliation of the Carrying Amounts of Major Classes of Assets and Liabilities of the Discontinued Operation to Total Assets and Liabilities of the Disposal Group Classified as Held for Sale As of December 31, As of December 31, (In thousands) 2021 2020 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivables $ 2,996 $ 2,798 Inventories 530 1,123 Prepaid expenses and other current assets 114 1,185 Contract assets 1,141 1,040 Assets held for sale, current portion 4,781 6,146 Property and equipment 42 4,311 Right of use assets - Operating leases — 786 Other intangible assets 1,813 3,144 Deposits and other assets 43 1,285 Assets held for sale, noncurrent portion 1,898 9,526 Total assets of the disposal group classified as held for sale $ 6,679 $ 15,672 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,657 $ 953 Contract liabilities 1,414 1,937 Operating lease obligations, current portion 76 415 Accrued expenses 1,126 1,510 Notes payable - PPP, current portion — 565 Liabilities held for sale, current portion 4,273 5,380 Operating lease obligations, less current portion 85 436 Notes payable - PPP, less current portion — 207 Other long-term liabilities 9 187 Liabilities held for sale, noncurrent portion 94 830 Total liabilities held for sale $ 4,367 $ 6,210 The assets and liabilities of the disposal group classified as held for sale are classified as current on the December 31, 2021 one Net cash (used) provided by operating activities of discontinued operations for 2021 2020 Net cash provided by (used in) investing activities of discontinued operations for 2021 2020 Fair Value of Financial Instruments Accounting Standards Codification (‘‘ASC’’) 820 820’’ 820 three first two may • Level 1 • Level 2 2 • Level 3 The Company determines when a financial instrument transfers between levels based on management’s judgment of the significance of unobservable inputs used to calculate the fair value of the financial instrument. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, investment, note receivable, accounts receivable, contract assets, prepaid expense and other assets, accounts payable, accrued liabilities, contract liabilities, and other current liabilities reflected in the accompanying consolidated balance sheet approximate fair value at December 31, 2021 2020 three December 31, 2021, December 31, 2021. 3 Cash and Cash Equivalents Cash includes deposits at financial institutions with maturities of three 90 December 31, 2021 2020, December 31, 2021 2020, December 31, 2021 2020, (In thousands) As of December 31, 2021 2020 Cash and cash equivalents at beginning of year $ 3,046 $ 23,351 Restricted cash at beginning of year 1,478 — Cash, cash equivalents and restricted cash at beginning of year $ 4,524 $ 23,351 Cash and cash equivalents at end of year $ 26,865 $ 3,046 Restricted cash at end of year 1,176 1,478 Cash, cash equivalents and restricted cash at end of year $ 28,041 $ 4,524 Investments and Notes Receivable At December 31, 2021, December 31, 2021 December 31, 2020 second 2020 second 2021. December 31, 2021, Accounts Receivable and Allowance for Uncollectible Accounts Accounts receivable consist of the receivables associated with revenue derived from service sales including present amounts due to contracts accounted for under fixed price, cost-to-cost, cost plus, or output method. An allowance for uncollectible accounts is recorded to allow for any amounts that may not December 31, 2021 2020 Activity in the allowance for doubtful accounts for the years ended December 31, 2021 2020 (In thousands) For the Years ended December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,172 $ — Bad debt expense 346 1,626 Deductions (31 ) (454 ) Allowance for doubtful accounts, end of year $ 1,487 $ 1,172 Retainage Receivables At December 31, 2021, not Inventories Inventories consist of finished and unfinished products and are stated at the lower of cost or market through either the first first At December 31, 2021 2020 (In thousands) As of December 31, 2021 2020 Finished goods $ — $ — Raw materials 1,316 — Work-in-process 19 — Total inventories $ 1,335 $ — Property and equipment, less accumulated depreciation Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life. Buildings and improvements are recorded at cost. Furniture, vehicles, and equipment are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives. Leasehold improvements are recorded at cost and are depreciated over the lesser of the lease term or estimated useful life. The cost of buildings, improvements, furniture, vehicles, and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for buildings, improvements, furniture, vehicles, and equipment are as follows: Estimated Useful Life (in years) Leasehold improvements 5 to 10 Equipment 3 to 10 Maintenance, repairs and minor replacements are charged to expenses when incurred. When buildings, improvements, furniture, equipment and vehicles are sold or otherwise disposed of, the asset and related accumulated depreciation are removed and any gain or loss is included in the statement of operations. Long-Lived Assets Including Finite-Lived Intangible Assets Long-lived assets including finite-lived intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not not No impairments were recognized on long-lived assets in 2021 2020 2021, December 31, 2021) Identifiable Finite-lived Intangible Assets Intangible assets are stated at cost net of accumulated amortization and impairment. Finite-lived intangible assets includes customer relationships, technology know how, software, noncompete agreements, order backlog, and trade name. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed: 1. Inputs used to measure fair value are unadjusted quoted prices available in active markets for the identical assets or liabilities if available. 2. Inputs used to measure fair value, other than quoted prices included in 1, not 3. Inputs used to measure fair value are unobservable inputs supported by little or no 4. Expert appraisal and fair value measurement as completed by third Estimated Useful Life (in years) Finite-lived intangible assets Order backlog 1 Customer Relationships- Front Line Power Construction 15 Trade name - Reach Construction Group 1 Customer relationships - Reach Construction Group, LLC 5 Non-compete agreements - Reach Construction Group, LLC 5 Customer Relationships - Gibson Technical Services 10 Customer Relationships - IMMCO 10 Technology- Know How 3 Non-compete agreements-GTS 5 Software, at cost 3 to 5 The Company amortizes the intangible assets that are subject to amortization on a straight line basis, which the company believes approximates the estimated consumption of their economic benefits. Intangible assets are reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not may not Indefinite-Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, may one December 31, 2021, five five Annual Test. second may not May 31, 2021, 350 30 35 18A 18B. May 31st first third no Under current accounting guidance, the Company is not not second may not As detailed in ASC 350 20 35 3A, May 31, 2021, not 350 20 35 3C not no Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not December 31, 2021 December 31, 2020 (In thousands) As of December 31, 2021 2020 Accrued compensation $ 6,369 $ 1,180 Working capital adjustment on Front Line Power Construction acquisition 14,092 — Accrued interest 2,902 200 Accrued taxes payable 102 83 Other accrued expenses 4,836 2,909 Total accrued expense $ 28,301 $ 4,372 Financial instrument liability The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification No. 815 815’’ not November 2021, November 17, 2021 December 31, 2021 fourth 2021. not 2020. Stock-Based Compensation The Company records its stock-based compensation expense under its stock option plans and also issues stock for services. The Company accounts for stock-based compensation using FASB Accounting Standards Codification No. 718 718’’ 718 Stock bonuses and restricted stock units ("RSU"s) issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the service period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes or binomial option pricing model. The underlying assumptions in the Black-Scholes and binomial option pricing models used by the Company are taken from publicly available sources including: ( 1 2 3 See Note 10 Common stock and stock options are also recorded on the basis of their fair value, as required by FASB ASC 718, 718. 718, Common stock issued to other than employees or directors subject to performance (performance based awards) require interpretation when the counterparty’s performance is complete based on delivery, or other relevant performance criteria in accordance with the relevant agreement. When performance is complete, the common stock is issued and the expense recorded on the basis of their value as required by FASB ASC 718 Defined Contribution Plans The Company has a 401 60 18 2021 2020, 2021 2020, Revenue Recognition The Electric Power segment provides full service building, maintenance and support to the electrical power distribution, transmission, substation, and emergency response sectors of North America through Front Line Power, Orbital Power Services and Eclipse Foundation. The Telecommunications segment composed of Gibson Technical Services and subsidiaries provides technical implementation, design, maintenance, emergency and repair support services in the broadband, wireless, and outside plant and building technologies. The Renewables segment, Orbital Solar Services, provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility scale solar and community solar construction. For our construction contracts, revenue is generally recognized over time. Our fixed price and unit-price construction projects generally use a cost-to-cost input method or an output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under the output method, progress towards completion is measured based on units of work completed based on the contractual pricing amounts. Under the output method, revenue is determined by actual work achieved. For jobs under the output method, revenue is earned based on each unit in the contract completed. We construct comprehensive revenue calculations based on quantifiable measures of actual units completed multiplied by the agreed upon contract prices per item completed. Revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. The timing of revenue recognition also depends on the payment terms of the contract, as our performance does not not not For our service contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term. For certain of our revenue streams, such as call-out repair and service work, and outage services, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an input method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Accounts Receivable, Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts. The timing of revenue recognition may not Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the input cost-to-cost or output method of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts and provision for future contract losses for those contracts estimated to close in a gross loss position. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. Balances and activity in the current contract liabilities as of and for the years ended December 31, 2021 2020 For the Year Ended December 31, 2021 2020 Total contract liabilities - January 1 $ 4,873 $ — Contract liability additions acquired through acquisition 100 3,349 Contract additions, net 6,371 1,524 Contract settlements (3,140 ) — Revenue recognized (1,701 ) — Total contract liabilities - December 31 $ 6,503 $ 4,873 Performance Obligations Remaining Performance Obligations Remaining performance obligations, represents the transaction price of contracts with customers for which work has not December 31, 2021 12 12 December 31, 2021. Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may may may not one one Performance Obligations Satisfied Over Time To determine the proper revenue recognition method for our contracts satisfied over time, we evaluate whether a single contract should be accounted for as more than one For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one may one one Variable Consideration The nature of our contracts gives rise to several types of variable consideration. In rare instances, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations. Additionally, if the contract has a provision for liquidated damages in the case that the Company misses a timing target, or fails to meet any other contract benchmarks, the Company accounts for those estimated liquidated damages as variable consideration and will adjust revenue accordingly with periodic updates to the estimated variable consideration as the job progresses. Liquidated damages are recognized as variable consideration and are estimated based on the most likely amount that is deemed probable of realization. Significant Judgments Our contracts with certain customers may may At times, customers may not Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may not In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not The following table presents our revenues disaggregated by timing of revenue recognition: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ 1,812 $ — $ — $ 1,812 Revenues recognized over time 25,987 43,599 11,550 81,136 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ — $ — $ — $ — Revenues recognized over time — 8,482 13,005 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 The following table presents our revenues disaggregated by region: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total North America $ 25,446 $ 43,599 $ 11,550 $ 80,595 Other 2,353 — — 2,353 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total North America $ — $ 8,482 $ 13,005 $ 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 Advertising The costs incurred for producing and communicating advertising are charged to operations as incurred. Advertising expense for the years ended December 31, 2021 2020 Income Taxes Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification No. 740 740’’ 740, not not Valuation allowances have been established against all domestic based deferred tax assets and U.K. based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than not. not. not The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense. Orbital Energy Group files consolidated income tax returns with its U.S. based subsidiaries for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Japan, the United Kingdom and Canada. After the sale of CUI Japan in September 2020, December 31, 2021 not no 2017. Net Loss per Share In accordance with FASB Accounting Standards Codification No. 260 260’’ 2021 2020, two 2021 2020. The following table summarizes the number of stock options outstanding: As of December 31, 2021 2020 Options, outstanding 237,985 790,648 Any common shares issued as a result of stock options would come from newly issued common shares as granted under our equity incentive plans. The following is the calculation of basic and diluted earnings per share: For the Years Ended December 31, (In thousands, except dollars per share) 2021 2020 Continuing operations: Loss from continuing operations, net of income taxes $ (49,843 ) $ (25,702 ) Discontinued operations: Income from discontinued operations, net of income taxes (11,371 ) (1,745 ) Net loss $ (61,214 ) $ (27,447 ) Basic and diluted weighted average number of shares outstanding 58,348,489 29,937,863 Loss from continuing operations per common share - basic and diluted $ (0.86 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.19 ) (0.06 ) Loss per common share - basic and diluted $ (1.05 ) $ (0.92 ) Foreign Currency Translation The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC 830, 830 2021 2020 Segment Reporting Operating segments are defined in accordance with ASC 280 10 five 280 10. three three 2010. January 2021, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) 1990 o IMMCO, Inc. (acquired July 28, 2021), two 1992. o Full Moon Telecom, LLC (acquired October 22, 2021) 2/Layer 3 The Renewables segment consists of Orbital Solar Services based in Sanford, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects. The Other category is made up primarily of the Company's corporate activities. This category does not not not The following information represents segment activity as of and for the year ended December 31, 2021 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ 27,799 $ 43,599 $ 11,550 $ — 82,948 Depreciation and amortization (1) 2,326 5,969 2,931 1,684 12,910 Interest expense 50 3,129 349 4,809 8,337 Income (loss) from operations 43 (13,215 ) (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 80,800 273,726 28,324 28,459 411,309 Other intangibles assets, net 28,571 106,377 7,708 — 142,656 Goodwill 23,742 70,151 7,006 — 100,899 Expenditures for segment assets (3) 1,615 5,905 118 846 8,484 The following information represents segment activity as of and for the year ended December 31, 2020 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ — $ 8,482 $ 13,005 $ — $ 21,487 Depreciation and amortization (1) — 433 3,278 1,530 5,241 Interest expense — 18 332 948 1,298 Loss from operations — (4,942 ) (5,479 ) (11,610 ) (22,031 ) Segment assets (2) — 7,554 28,271 30,220 66,045 Other intangibles assets, net — — 10,550 3 10,553 Goodwill — 7,006 — 7,006 Expenditures for segment assets (3) — 1,567 17 123 1,707 ( 1 For the years ended December 31, 2021 2020, December 31, 2021 December 31, 2020 ( 2 Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries. ( 3 Includes purchases of property and equipment and purchases of other intangible assets. The following information represents revenue by country: For the Years Ended December 31, (In thousands) 2021 2020 USA $ 80,595 97 % $ 21,487 100 % All Others 2,353 3 % — 0 % Total $ 82,948 100 % $ 21,487 100 % The Company's long-lived assets are located in the U.S. Adoption of new accounting standards On January 1, 2021, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 not 2020 04 March 12, 2020 December 31, 2022. not not On January 1, 2021, 2020 01, Investments - Equity Securities (Topic 321 323 815 321, 323, 815. 2020 01 2020 01 2021 not not On January 1, 2021, 2019 12, Simplifying the Accounting for Income Taxes 740 2021 not Recent Accounting Pronouncements On October 28, 2021, 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 606 December 15, 2022. not |
Note 3 - Investments and Fair V
Note 3 - Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 3. The Company’s fair value hierarchy for its cash equivalents, marketable securities and financial instruments as of December 31, 2021 December 31, 2020 (In thousands) December 31, 2021 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 720 $ 720 Financial instrument liability — — 825 825 Total liabilities $ — $ — $ 1,545 $ 1,545 December 31, 2020 Level 1 Level 2 Level 3 Total Convertible note payable $ — $ — $ 1,955 $ 1,955 Contingent Consideration 720 720 Total liabilities $ — $ — $ 2,675 $ 2,675 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Convertible Note Payable Balance at December 31, 2020 $ 1,955 Loss on extinguishment on amendment to remove convertible feature 250 Amortization of original issue discount 40 Accrued interest 57 Extinguishment of note (2,302 ) Balance at December 31, 2021 $ — Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Contingent Consideration Balance at December 31, 2019 $ — Contingent consideration valued at acquisition of Reach Construction Group, LLC 720 Fair Value adjustment — Balance at December 31, 2020 $ 720 Balance at December 31, 2021 $ 720 The Company evaluated the contingent consideration for fair value as of December 31, 2021 third not 2020 2021 no Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Convertible Note Receivable Balance at December 31, 2020 $ — Fair value of Financial instrument liability at inception 858 Fair value adjustment (33 ) Balance at December 31, 2021 $ 825 In conjunction with the Company issuing $105 million of debt to a syndicate of lenders, the Company committed to issuing 1,690,677 shares of stock to the lenders in the syndicate in a subscription agreement. Included in the subscription agreement is a provision that provides for additional shares to be issued to the lenders of the syndicate if the Company issues shares of common stock in an offering at a price lower than the $2.36 per share amount for the shares initially issued to the lenders in the syndicate. This financial instrument was valued as a put option using the Black Scholes option pricing model. Unobservable inputs include volatility, exercise price, and time to expiration. The put expires at the maturity of the Company's seller notes. There were no 3 2 2021 The fair values of the reporting units subject to the Company’s quantitative impairment analysis were determined utilizing a blend of a market and an income approach to determine the estimated fair values of the reporting units, as discussed in Note 2. 3 Investment in VPS As of December 31, 2021, third 2020, not December 31, 2021 December 31, 2020 2020. Q3 2020 no September 30, 2020 The Company made a purchase of a convertible note receivable for $0.2 million from VPS in the three March 31, 2020, second 2020 third 2020. 2020. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. Property and equipment from continuing operations is summarized as follows: At December 31, (In thousands) 2021 2020 Leasehold improvements $ 272 $ — Equipment 32,762 2,714 Property and equipment, gross 33,034 2,715 Less accumulated depreciation (3,396 ) (631 ) Property and equipment, net $ 29,638 $ 2,084 Depreciation expense from continuing operations for the years ended December 31, 2021 2020 December 31, 2021, During the year ended December 31, 2021 During the year ended December 31, 2020, |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | 5. Goodwill The Company records goodwill associated with its acquisitions of businesses when the consideration paid exceeds the fair value of the net tangible and identifiable intangible assets acquired. Goodwill balances are evaluated for potential impairment on an annual basis. The current guidance requires the Company to perform an annual impairment test of our goodwill or at an interim period if there is an event that occurs or circumstances change that would more likely than not December 31, 2021, five five five three We would be required to recognize an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value up to but not no December 31, 2021 2020 April 1, 2020 third Throughout 2021, three one three Upon acquisition of Gibson Technical Services, the Company recorded $12.3 million of goodwill. Goodwill was valued as of April 13, 2021 third Upon acquisition of IMMCO, Inc., the Company recorded $10.6 million of goodwill. Goodwill was valued as of July 28, 2021 third Upon acquisition of Full Moon Telecom, LLC, the Company recorded $0.8 million of goodwill. Goodwill was valued as of October 22, 2021, third Upon acquisition of Front Line Power Construction, LLC, which is considered both a reporting unit and an operating segment, the Company recorded $70.2 million of goodwill. Goodwill was valued as of November 17, 2021 third For Orbital Solar Systems, (formally known as Reach Construction), management completed a quantitative analysis to determine potential impairment at the May 31st, 2021 50 not no no December 31, 2021, not no not no Other intangible assets At December 31, 2021 2020 Finite-lived intangible assets (in thousands) (In years) December 31, 2021 December 31, 2020 Telecommunications Estimated Useful Life (in years) Weighted average remaining amortization period Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Customer Relationships-GTS 10 9.29 $ 16,075 $ (1,152 ) $ 14,923 $ — $ — $ — Customer Relationships-IMMCO 10 9.58 3,800 (158 ) 3,642 — — — Customer Relationships - Full Moon 10 9.82 210 (4 ) 206 — — — Technology - Know How 4 3.58 1,459 (152 ) 1,307 — — — Software-IMMCO 3 2.57 547 (93 ) 454 — — — Non-compete agreements-GTS 5 4.29 385 (55 ) 330 — — — Total Telecommunications 22,476 (1,614 ) 20,862 — — — Electric Power Order backlog 1 0.88 9,186 (1,148 ) 8,038 — — — Customer relationships - Front Line 15 14.89 84,012 (700 ) 83,312 — — — Total Electric Power 93,198 (1,848 ) 91,350 — — — Renewables Customer Relationships 5 3.25 8,647 (3,027 ) 5,620 8,647 (1,297 ) 7,350 Trade name - Reach Construction Group 1 — 1,878 (1,878 ) - 1,878 (1,409 ) 469 Non-compete agreements 5 3.25 3,212 (1,124 ) 2,088 3,212 (482 ) 2,730 Total Renewables 13,737 (6,029 ) 7,708 13,737 (3,188 ) 10,549 Other category Computer software 3 0.08 713 (713 ) — 713 (709 ) 4 Product certifications 3 — 36 (36 ) — 36 (36 ) — Total Other category 749 (749 ) — 749 (745 ) 4 Total identifiable finite-lived other intangible assets $ 130,160 $ (10,240 ) $ 119,920 $ 14,486 $ (3,933 ) $ 10,553 Identifiable indefinite-lived other intangible assets Electric Power Trade name - Front line 15,027 — 15,027 — — — Telecommunications Trade name - GTS 6,388 — 6,388 — — — Trade name - IMMCO 1,162 — 1,162 — — — Trade name - Full Moon 159 — 159 — — — Total Telecommunications 7,709 — 7,709 — — — Total identifiable indefinite-lived other intangible assets 22,736 — 22,736 — — — Total identifiable other intangible assets 152,896 (10,240 ) 142,656 14,486 (3,933 ) 10,553 Intangible asset amortization by category was as follows: For the Years Ended December 31, (In thousands) 2021 2020 Trademarks and trade name $ 469 $ 1,409 Customer lists/relationships 3,744 1,297 Technology-Know How 152 — Computer software 96 18 Noncompete agreements 697 482 Order Backlog 1,148 — Intangibles held by discontinued operations 1,396 1,215 Total amortization $ 7,702 $ 4,421 Estimated future amortization by category of finite-lived intangible assets at December 31, 2021 For the Years Ended December 31, 2027 and (In thousands) 2022 2023 2024 2025 2026 thereafter Totals Trademarks and trade name $ — $ — $ — $ — $ — $ — $ — Customer lists/relationships 9,339 9,339 9,339 8,042 7,609 64,035 107,703 Technology-Know How 365 365 365 212 — — 1,307 Computer software 222 222 10 — — — 454 Order Backlog 8,038 — — — — — 8,038 Non-compete agreements 719 719 719 238 23 — 2,418 Total amortization $ 18,683 $ 10,645 $ 10,433 $ 8,492 $ 7,632 $ 64,035 $ 119,920 Management reviews other intangible assets for impairment when facts or circumstances suggest. As of December 31, 2021 The following table reflects the carrying amount of goodwill as of December 31, 2021 2020, 2021 (In thousands) Telecommunications Electric Power Renewables Other Total Balance, December 31, 2020 $ — $ — $ 7,006 $ — $ 7,006 Acquisition of Gibson Technical Services 12,339 — — — 12,339 Acquisition of IMMCO Inc. 10,577 — — — 10,577 Acquisition of Full Moon Telecom, LLC 826 — — — 826 Acquisition of Front Line Power Construction, LLC — 70,151 — — 70,151 Balance, December 31, 2021 $ 23,742 $ 70,151 $ 7,006 $ — $ 100,899 |
Note 6 - Instruments and Risk M
Note 6 - Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 6. The Company has limited involvement with derivative instruments and does not At December 31, 2021 2020 |
Note 7 - Notes Payable
Note 7 - Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Future Revenue Payable [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. NOTES PAYABLE Notes payable is summarized as follows: As of December 31, (In thousands) 2021 2020 Syndicated debt (1) $ 105,000 $ — Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 86,730 — Note payable - financing notes (3) 1,357 1,163 Pay-check protection loans (4) — 1,152 Seller financed notes payable - Reach Construction acquisition (5) 3,480 6,480 Vehicle and equipment loans (6) 222 195 Non-recourse payable agreements (7) 8,269 2,699 Notes payable - Institutional investor (8) 33,922 2,245 Conditional settlement note payable agreement (9) 3,000 3,500 Full Moon - loan to prior owner (10) 2 — Subtotal 241,982 17,434 Unamortized debt discount and debt issuance costs (12,603 ) (903 ) Total long-term debt 229,379 16,531 Less short term notes and current maturities of long term notes payable (72,774 ) (11,681 ) Notes payable, less current portion $ 156,605 $ 4,850 ( 1 On November 17, 2021, three may June 30, 2022. first 30 November 17, 2026, December 31, 2021 ( 2 On November 17, 2021, two one second May 17, 2022. December 10, 2021, March 2022, two May 31, 2023. 18 ( 3 Note payable with an original balance for $1.4 million to First Insurance Funding was executed in July 2020 nine three June 30 ,2021. two fourth 2020 April 2021 September 2021, two third 2021 fourth one ( 4 On April 30, 2020 May 2, 2020, December 31, 2020). four three April 30, 2020 one May 2, 2020. two two 1.0% no December 31, 2020 three June 30, 2021. third 2021. not no ( 5 Includes two one second March 3, 2021, second October 31, 2021 March 31, 2022. August 2021, no November 1, 2021 second April 1, 2020 ( 6 Includes vehicle and equipment loans with interest rates ranging from 5.74% to 8.99%. ( 7 On September 1st 2nd, 2020, C6 $2.5 November 2020 two C6 first four June 2021 October 2021, 60 C6 December 2021. no second C6 November 2021 first 12 20 no December 31, 2021, ( 8 On November 13, 2020, November 13, 2020, not eighteen ten may 6 not December 31, 2020 no December 31, 2020. February 2021, In July 2021, September 2021, October 2021, November 2021, December 31, 2021. On March 23, 2021, second eighteen may 6 September 2021, October 2021, November 2021, December 2021, December 31, 2021. On May 11, 2021, third eighteen may 6 November 2021, December 2021, December 31, 2021. On December 20, 2021 fourth eighteen may 6 December 31, 2021. not December 31, 2021. For Streeterville payments made by exchanging stock for payments against the debt in 2021, ( 9 In October 2020, three fourth 2021. February 2022, March 31, 2022, November 2022 November 2023. ( 10 Represents Full Moon Telecom, LLC opening balance sheet loan to prior Full Moon Telecom, LLC owner. The following shows the elements of the Non-recourse payable agreements: (In thousands) Face Value Repayments Loan Origination Fees Discounts Amortization of Discounts Balance as of December 31, 2021 Non-recourse payable agreements $ 9,450 $ (1,181 ) (140 ) $ (2,450 ) $ 922 $ 6,601 The following table details the maturity of the notes payable for Orbital Energy Group, Inc.: (In thousands) As of December 31, 2021 2022 $ 97,659 2023 76,848 2024 15,229 2025 15,030 2026 115,023 Less interest portion of payments (90,410 ) Total $ 229,379 |
Note 8 - Line of Credit
Note 8 - Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Working Capital, Line of Credit and Overdraft Facility [Text Block] | 8. On August 19, 2021, December 31, 2021 With the acquisition of Reach Construction Group, LLC in April 2020, December 31, 2020. December 31, 2020. not December 31, 2020 first 2021. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 9. Legal Matters The Company may not not Off-Balance Sheet Arrangements - Performance and Payment Bonds and Parent Guarantees In the ordinary course of business, Orbital Energy Group and its subsidiaries are required by certain customers to provide performance and payment bonds for contractual commitments related to its projects. These bonds provide a guarantee to the customer that the Company will perform under the terms of a contract and that the Company will pay its subcontractors and vendors. If the Company fails to perform under a contract or to pay its subcontractors and vendors, the customer may December 31, 2021 two third two two third two December 31, 2021 not Additionally, from time to time, we guarantee certain obligations and liabilities of our subsidiaries that may may may third Contingent Liabilities Orbital Energy Group, Inc. is occasionally party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract, negligence or gross negligence and/or property damages, wage and hour and other employment-related damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. Regarding all lawsuits, claims and proceedings, Orbital Energy Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. Orbital Energy Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None may |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Common Stock Dividend Restrictions As of December 31, 2021 no December 31, 2021 2020 not S- 3 The Company filed an S- 3 July 17, 2020 September 2020. January 2021 3 January 2021, April 2021. may 3 July 2021 $35.7million. Stock Appreciation Rights ("SARS") During the years ended December 31, 2021 2020, five 2021 four 2020. 2020 2021 one third first second third December 31, 2021 2020. December 31, 2021 2021 2020 Month Issued April 2021 June 2020 Number Issued 3,770,960 1,054,687 Interest Rate 0.34 % 6 % Estimated Volatility 156 % 130 % Stock Price at Issuance $ 4.17 $ 0.72 Years to Maturity 1.5 6 Grant date Value per Right $ 3.56 $ 0.64 The 2020 May 29, 2020. five 5 $1.00. The 2021 The SARS were valued using a binomial lattice model. Because the SARS will be settled in cash, the obligation for them is accounted for as a liability rather than equity. Quarterly, the SARS are revalued and the new value is amortized. Information on the grant date value of the SARS and weighted average inputs to the binomial lattice model are as follows: 2021 2020 Weighted average expected term at December 31 (years) 1.55 3.42 Total fair value of all awards at December 31 $ 6,979,824 $ 2,232,491 Total fair value of all vested awards at December 31 $ 2,701,802 $ 648,180 Total intrinsic value at December 31 $ 1,255,078 $ 1,255,078 At December 31, 2021 2020 18 first 2022. Restricted Stock Units In 2021 2020 3 2021, two 2021 Number of restricted stock units Weighted-average grant date fair value Non-vested shares, beginning of year — $ — Granted 4,386,107 4.64 Vested (1,367,319 ) 4.26 Forfeited — — Non-vested shares, end of year 3,018,788 $ 4.81 The Company recorded $10.6 million of expense related to vested RSUs in 2021. December 31, 2021. Employee Stock Options and other share-based compensation At the 2020 2020 2021, 2020 December 31, 2021 2020 2008 2009 The purpose of the Orbital Energy Group 2020 The Orbital Energy Group 2020 2020 may 409A 2020 one ● Stock Options and SARs . may not 100% may not five ● Restricted Stock . may 2020 ● RSUs . may may may 2020 ● Other Stock or Cash Based Awards. may may may 2020 The Orbital Energy Group 2020 may 2020 2020 may not may not A summary of the stock options granted to employees and directors and changes during the year are presented below: For the Year Ended December 31, 2021 Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contract Life (years) Aggregate Intrinsic Value ($ '000) Balance at beginning of year 790,648 $ 6.06 2.11 $ — Exercised (214,596 ) $ 6.00 — — Forfeited in cash exercise (338,067 ) 6.05 — — Balance at end of year 237,985 $ 6.14 1.41 — Exercisable 237,985 $ 6.14 1.41 — As of December 31, 2021 2020 no December 31, 2021 2020. no 2021 2020 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 11. Executive Chairman of the Board of Directors, Chief Legal Counsel, and former Chief Executive Officer, William J. Clough’s son Nicholas J. Clough, serves as Vice President of Greenfield Operations, Orbital Energy Group. In 2021 2020, 2021 2020, April 2021, second third 2020, 2021 2020, December 31, 2021 2020, not The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with Danbury Property Company LLC in Rosharon, Texas with a base rental of $10,500 per month. Danbury Property Company, LLC is owned by Kurt Johnson and Tidal Power, which are greater than 5% shareholders of Orbital Energy Group, Inc. The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with Manvel Property Management in Rosharon, Texas with a base rent of $4,000 per month. Tidal Power, a greater than 5% shareholder of Orbital Energy Group, Inc. has an ownership interest in Manvel Property Management. The Company's Front Line Power Construction, LLC subsidiary has an operating lease for a facility with Oak Property Group in Rosharon, Texas with a base rent of $2,000 per month. Tidal Power, a greater than 5% shareholder of Orbital Energy Group, Inc. has an ownership interest in Oak Property Group. Kurt Johnson, a greater than 5% shareholder of Orbital Energy Group, Inc. has an employment contract with the Company's Front Line Power Construction, LLC facility with a base compensation ranging up to $250,000 per year. Kurt Johnson, a greater than 5% shareholder has two May 17, 2022. |
Note 12 - Accumulated Other Com
Note 12 - Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 12. The components of accumulated other comprehensive loss are as follows: (In thousands) As of December 31, 2021 2020 Foreign currency translation adjustment $ (3,995 ) $ (4,406 ) Accumulated other comprehensive loss $ (3,995 ) $ (4,406 ) |
Note 13 - Restructuring and Imp
Note 13 - Restructuring and Impairment Charges | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 13. Restructuring Charges During the fourth 2019, September 30, 2020. December 31, 2019) fourth 2020. 2020. third 2020 fourth 2020. December 31, 2020 Activity in the termination benefit liability in 2021 For the Years ended December 31, CUI-Canada termination benefits (In thousands) 2021 2020 January 1 liability balance $ 371 $ 3,073 Severance accrual adjustments — (247 ) Severance payouts (376 ) (2,448 ) Translation 5 (7 ) December 31 liability balance $ — $ 371 |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 14. (Loss) income before income taxes consisted of the following: (In thousands) For the Years Ended December 31, 2021 2020 Continuing operations $ (60,351 ) $ (27,153 ) Discontinued operations (12,705 ) (3,097 ) Loss before income taxes $ (73,056 ) $ (30,250 ) Loss from continuing operations before taxes consisted of the following: (In thousands) For the Years Ended December 31, 2021 2020 U.S. operations $ (60,351 ) $ (27,153 ) Loss before income taxes $ (60,351 ) $ (27,153 ) The income tax (benefit) expense allocation for the years ended December 31, 2021 2020 (In thousands) For the Years Ended December 31, 2021 2020 Continuing operations $ (10,508 ) $ (1,451 ) Discontinued operations (1,334 ) (1,352 ) Total income tax (benefit) $ (11,842 ) $ (2,803 ) The income tax (benefit) expense from continuing operations consisted of the following: (In thousands) For the Years Ended December 31, 2021 2020 Current: Federal $ — $ — State and local 370 119 Total current provision 370 119 Deferred: Federal (8,714 ) (1,258 ) State and local (2,164 ) (312 ) Total deferred (benefit) (10,878 ) (1,570 ) Total income tax (benefit) $ (10,508 ) $ (1,451 ) The following table provides a reconciliation of the federal statutory tax at 21% to the recorded tax expense (benefit) from continuing operations for the years ended December 31, 2021 2020 (In thousands) For the Years Ended December 31, 2021 2020 Computed federal income taxes at the statutory rate (benefit) $ (12,674 ) $ (5,702 ) State taxes 292 $ 94 Permanent tax differences and limited compensation 2,140 (34 ) Foreign tax rates and tax credits differing from USA — — Expired NOL's 541 — Refundable Foreign R&D Credits — — Change in valuation allowance (807 ) 4,191 Total income tax (benefit) $ (10,508 ) $ (1,451 ) Effective tax rate 17.41 % 5.34 % The Company accounts for income taxes under the asset-liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when it is “more likely than not” not of December 31, 2021 2020 (In thousands) As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 23,941 $ 19,198 Inventory and accounts receivable reserves 1,826 2,104 Operating lease obligations 8,058 1,801 Accrued liabilities 786 927 Other 4,371 1,209 Valuation allowance (20,129 ) (19,817 ) Deferred tax assets after valuation allowance 18,853 5,422 Deferred tax liabilities Intangible assets (9,426 ) (3,274 ) Property, plant and equipment (9,588 ) (2,050 ) Total deferred tax liabilities (19,014 ) (5,324 ) Net deferred tax asset (liability) $ (161 ) $ 98 The Company adopted the provisions of ASU 2015 17 2015. 2015 17 December 31, 2021 December 31, 2020 As of December 31, 2021 2020, December 31, 2021 2020, December 31, 2021, 2026 2037. The Company files consolidated income tax returns for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Australia, Canada, India and the United Kingdom. The Company has an insignificant amount of foreign taxes that have not December 31, 2021, not no 2018. The Company accounts for income tax uncertainties using a threshold of "more-likely-than- not" 740, 740" December 31, 2021 not not |
Note 15 - Concentrations
Note 15 - Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 15. During 2021, two 10% 1 2 2020, three 10% 3 4 5 The Company’s major product lines in 2021 2020 At December 31, 2021, two 2 6 December 31, 2020, four 7 8 9 10 For the 12 months ended December 31, 2021, one 12 months ended December 31, 2020, three For the years ended December 31, 2021 2020, no |
Note 16 - Leases
Note 16 - Leases | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Lease Disclosure [Text Block] | 16. Effective January 1, 2019, 842, 840 12 December 31, 2021 not not not not 840 842. The Company rents office space and warehouse space, which it uses for the Corporate Headquarters in Houston, Texas through December 2022. December 31, 2021 two one April 2022 December 2028. December 31, 2021. The Company sublets office space in Irving, Texas for corporate support services and Orbital Power Inc. office personnel; the lease runs through 2023. 2022. December 31, 2021, Eclipse Foundation Group entered into two 2021 two December 31, 2021, Orbital Power Inc. and Eclipse Foundation Group rent equipment as well as vehicles for use on their jobs. These vehicle leases range from 3 to 7-year terms. During the year ended December 31, 2021, December 31, 2021 $0.2 Gibson Technical Services leases four one December 31, 2021, three one 2023 two 2026. Front Line Power Construction rents three November 2024. December 31, 2021 The Company rents office and industrial space in Sanford, North Carolina through July 2022 Consolidated rental expense on operating leases was $4.4 million and depreciation on financing leases was $2.2 million for the year ended December 31, 2021 December 31, 2021. Future minimum operating lease obligations for continuing operations at December 31, 2021 December 31: (In thousands) 2022 $ 5,767 2023 4,925 2024 3,864 2025 2,218 2026 1,875 Thereafter 2,714 Less interest portion (3,134 ) Total operating lease obligations $ 18,229 Total lease cost and other lease information is as follows: For the Year For the Year Ended Ended December 31, December 31, 2021 2020 (In thousands) Operating lease cost $ 3,897 $ 1,626 Short-term lease cost 265 12 Variable lease cost 732 408 Sublease income (501 ) (332 ) Total lease cost $ 4,393 $ 1,714 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (3,515 ) $ (1918 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 13,707 $ 2,050 Weighted-average remaining lease term - operating leases (in years) 4.6 5.5 Weighted-average discount rate - operating leases 6.9 % 6.6 % Future minimum finance lease obligations are as follows: (In thousands) 2022 $ 5,729 2023 5,729 2024 4,251 2025 321 2026 255 Thereafter — Less interest portion (1,407 ) Total financing lease obligations $ 14,878 Total financing lease costs are as follows: For the Year For the Year Ended Ended December 31, December 31, 2021 2020 Depreciation of financing lease assets $ 2,166 $ — Interest on lease liabilities 402 — Total finance lease cost $ 2,568 $ — Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in financing leases $ (402 ) $ — Financing cash flows from financing leases $ (1,995 ) $ — Right-of-use assets obtained in exchange for new financing lease obligations $ 16,868 $ — Weighted-average remaining lease term - financing leases (in years) 2.9 — Weighted-average discount rate - financing leases 6.5 % — Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors. |
Note 17 - Business Combinations
Note 17 - Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 17. Front Line Power Construction, LLC On November 17, 2021, November 17, 2021 December 31, 2021. Cash $ 101,536 Working capital adjustment payable 14,092 Fair value of unsecured promissory notes 86,001 Fair value of common stock issued to Sellers 17,612 Fair value of purchase consideration $ 219,241 The cash consideration paid by the Buyer includes cash paid to the Sellers of $101.5 million, cash paid for the Sellers indebtedness of $1.0 million, and cash paid for the Sellers transaction expenses of $4.4 million. The Company funded the FLP acquisition through the issuance of a $105 million term loan on November 17, 2021, November 21, 2026 ( 7 The Buyer issued two May 17, 2022 The Company accounted for the acquisition as a business combination in accordance with ASC Topic 805, Business Combinations Cash and cash equivalents $ 6,779 Trade accounts receivable 15,726 Contract assets 2,092 Prepaid expenses and other current assets 481 Property and equipment 18,730 Other long-term assets 531 Indefinite lived intangible assets 15,027 Definite lived intangible assets 93,211 Accounts payable (620 ) Contract liabilities (120 ) Accrued expenses (2,747 ) Net assets acquired 149,090 Goodwill 70,151 Purchase price allocation $ 219,241 The excess of the fair value of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce, synergies, and expanded market opportunities, for which there is no not second The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): Fair Value Useful Life Customer relationships $ 84,012 15 years Backlog 9,186 1 year Tradename 15,027 Indefinite Software 13 3 years Total intangible assets $ 108,238 Full Moon Telecom, LLC Effective October 22, 2021, 2/Layer 3 The acquisition adds revenues and was accretive to earnings for GTS and OEG in its first Full Moon’s additional capabilities include providing site surveys, regulatory support, project management, continuous wave testing, scanner walks, optimization/data collection and E911 Subject to the terms and conditions set forth in the Purchase Agreement, the purchase consideration for 100% of the ownership of Full Moon was $2.0 million, with the consideration structured as follows: $1.2 million in cash paid at closing less the amount needed to pay certain outstanding debt of Full Moon; and plus or minus the amount needed for estimated closing working capital to equal a 2 1 227,974 shares of restricted common stock issued to the Full Moon owners with an aggregate fair value of $368 thousand based upon a per share value of $1.614. The Purchase Agreement provided for the adjustment of the selling price to adjust the final closing working capital at the acquisition date as a post-closing adjustment for net working capital above or below a 2 1 45 October 22, 2021. The Purchase Agreement contains various customary representations, warranties and covenants. The Company accounted for the acquisition as a business combination in accordance with ASC Topic 805, Business Combinations Cash and cash equivalents $ 747 Trade accounts receivable 297 Property and equipment 124 Intangible, Tradename (indefinite) 159 Intangible, Customer relationships ( 10 210 Accounts payable (197 ) Accrued expenses and other liabilities (182 ) Net assets acquired 1,158 Goodwill 826 Purchase price allocation $ 1,984 The Company has included the financial results of Full Moon Telecom, LLC in the consolidated financial statements from the date of acquisition and recorded $1.0 million of revenues and $0.3 million of earnings for the period from October 22, 2021 December 31, 2021. IMMCO, Inc. Effective July 28, 2021, 1992. July 28, 2021) December 31, 2021 The purchase consideration was as follows (in thousands): Purchase Consideration Cash payment $ 16,597 Fair value of common stock issued to Sellers 2,024 Total $ 18,621 The acquisition was accounted for using the purchase method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated preliminary fair values at the date of acquisition (in thousands): Cash and cash equivalents $ 1,634 Trade accounts receivable, net 1,254 Contract assets 1,001 Prepaid expenses and other current assets 1,088 Property and equipment 760 Intangible, customer relationships 3,800 Intangible, trade name 1,162 Intangible, technology know how 1,459 Other long-term assets 76 Deferred tax liability (2,090 ) Liabilities assumed (2,100 ) Net assets acquired 8,044 Goodwill 10,577 Purchase price allocation $ 18,621 The Company has included the financial results of IMMCO, Inc.in the consolidated financial statements from the date of acquisition and recorded $3.7 million of revenues and $2.8 million of net income for the period from October 22, 2021 December 31, 2021.The 2021 Gibson Technical Services, Inc. Effective April 13, 2021, 1990. April 13, 2021, April 13, 2021) December 31, 2021 The purchase consideration was as follows (in thousands): Cash payment $ 22,000 Fair value of common stock issued to Sellers 16,932 Total $ 38,932 The acquisition was accounted for using the purchase method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated preliminary fair values at the date of acquisition (in thousands). Cash and cash equivalents $ 610 Trade accounts receivable 7,871 Contract assets 1,686 Contingent receivable 1,424 Prepaid expenses and other current assets 408 Property and equipment 3,795 Right of use assets - Operating leases 860 Intangible, customer relationships ( 10 16,075 Intangible, tradename (indefinite life) 6,388 Intangible, non-compete agreements ( 5 385 Other long-term assets 123 Deferred tax liability (9,048 ) Liabilities assumed (3,984 ) Net assets acquired 26,593 Goodwill 12,339 Purchase price allocation $ 38,932 The Company has included the financial results of Gibson Technical Services, Inc.in the consolidated financial statements from the date of acquisition and recorded $23.1 million of revenues and $9.2 million of earnings for the period from April 13, 2021 December 31, 2021. 2021 Reach Construction Group, LLC Effective April 1, 2020, April 1, 2020, April 1, 2020) two April 1, 2020) not April 1, 2020.) (In thousands) Purchase Consideration Fair value of common stock issued to Sellers $ 1,224 18-Month Seller Note 5,000 3-year Seller Note 1,480 Contingent consideration 720 Cash payment 3,000 Total $ 11,424 The acquisition was accounted for using the purchase method of accounting and the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values and purchase price allocation at the date of acquisition (in thousands). Purchase price $ 11,424 Cash and cash equivalents $ 19 Trade accounts receivable, net of allowance 6,972 Contract assets 3,299 Prepaid expenses and other current assets 427 Property and equipment 382 Right of use assets - Operating leases 890 Intangible, customer relationships & backlog 8,647 Intangible, trade name 1,878 Intangible, non-compete agreements 3,212 Deferred tax liability (1,570 ) Liabilities assumed (19,738 ) Net assets acquired 4,418 Goodwill 7,006 Purchase price allocation $ 11,424 Revenue from April 1, 2020 acquisition date to December 31, 2020 $ 13,005 Loss from continuing operations, net of income taxes from April 1, 2020 acquisition date to December 31, 2020 $ (4,243 The deferred tax liability recorded at acquisition was offset against the Company's valuation allowance and recorded as a tax benefit in 2020. The table below summarizes the unaudited condensed pro forma information of the results of operations of Orbital Energy Group, Inc. for the twelve December 31, 2021 2020 2021 2020 January 1, 2020 (Unaudited) For the Years Ended December 31, 2021 2020 Gross revenue $ 158,625 $ 135,189 Loss from continuing operations, net of income taxes $ (69,671 ) $ (52,953 ) |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 18. Exchange agreements to exchange common shares for debt payments Subsequent to the year ended December 31, 2021 Extension of maturity date of Front Line Power Construction seller notes payable In March 2022, $52 May 16, 2022 May 31, 2023. May 2022. two one no no $4.00 Non-recourse payable agreements signed In March 2021, C6 C6 44 not |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to record purchase price allocation for the Company's acquisitions, fair value measurements used in goodwill impairment tests, impairment estimations of long-lived assets, revenue recognition on cost-to-cost type contracts, allowances for uncollectible accounts, valuations of non-cash capital stock issuances, estimates of the incremental borrowing rate for long-term leases, fair value estimates and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not may |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Orbital Energy Group, Inc. and its wholly owned subsidiaries Front Line Power Construction, LLC, Orbital Power, Inc., Eclipse Foundation Group, Orbital Solar Services, Gibson Technical Services, Inc., and GTS's wholly owned subsidiaries, IMMCO, Inc. and Full Moon Telecom, LLC hereafter referred to as the ‘‘Company.’’ Additionally, the following wholly owned subsidiaries are included in these financial statements as discontinued operations: Orbital Gas Systems, Ltd., Orbital Gas Systems, North America, Inc., and the following in 2020 2019 2020. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entity Orbital Solar Services entered into an agreement in 2021 not Orbital Solar Services, through its controlling interest in OSS-JPOW, has the power to direct the activities that significantly affect the economic performance of OSS-JPOW and the obligation to absorb losses or the right to receive benefits that could be significant to OSS-JPOW; therefore, Orbital Solar Services is considered the primary beneficiary and consolidates OSS-JPOW. During 2021, not December 31, 2021, |
Company Conditions, Policy [Policy Text Block] | Company Conditions and Sources of Liquidity The Company has experienced net losses and cash outflows from cash used in operating activities over the past years. As of and for the twelve December 31, 2021, As of December 31, 2021, twelve The Company has plans to access additional capital to meet its obligations for the twelve 10 Stockholders Equity and Stock-Based Compensation 7 Notes Payable 7 Notes Payable not 3 no As the Company continues its progression to build a full-service infrastructure services platform, a successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows through generating adequate revenue growth to support the Company’s cost structure. For the twelve December 31, 2021, two twelve December 31, 2021. twelve No The Company plans to meet its obligations as they become due over the next twelve |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations and Sales of Businesses As part of the Company’s stated strategy to transform Orbital Energy Group into a diversified energy infrastructure services platform serving North American energy customers, the Company’s board of directors made the decision to divest of its Orbital Gas subsidiaries. The Orbital Gas subsidiaries provide proprietary gas measurement and sampling technologies and the integration of process control and measuring/sampling systems. They are legacy businesses that are not fourth December 31, 2021). 2020, Selected data for these discontinued businesses consisted of the following: Reconciliation of the Major Classes of Line Items Constituting Pretax Income from Discontinued Operations to the After-Tax Income from Discontinued Operations That Are Presented in the Statement of Operations (In thousands) For the Year Ended December 31, Major classes of line items constituting pretax profit (loss) of discontinued operations 2021 2020 Revenues $ 19,855 $ 33,278 Cost of revenues (14,193 ) (23,637 ) Selling, general and administrative expense (8,550 ) (11,205 ) Depreciation and amortization (1,638 ) (1,489 ) Research and development (2 ) (45 ) (Provision) credit for bad debt 3 (13 ) Impairment of assets held for sale (9,185 ) — Gain on extinguishment of PPP loan 779 — Interest expense (2 ) (5 ) Other income and (expense) 228 (98 ) Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) (12,705 ) (3,214 ) Pretax gain on sale of certain power and electromechanical businesses — 117 Total pretax income on discontinued operations (12,705 ) (3,097 ) Income tax benefit (1,334 ) (1,352 ) Total income from discontinued operations $ (11,371 ) $ (1,745 ) Reconciliation of the Carrying Amounts of Major Classes of Assets and Liabilities of the Discontinued Operation to Total Assets and Liabilities of the Disposal Group Classified as Held for Sale As of December 31, As of December 31, (In thousands) 2021 2020 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivables $ 2,996 $ 2,798 Inventories 530 1,123 Prepaid expenses and other current assets 114 1,185 Contract assets 1,141 1,040 Assets held for sale, current portion 4,781 6,146 Property and equipment 42 4,311 Right of use assets - Operating leases — 786 Other intangible assets 1,813 3,144 Deposits and other assets 43 1,285 Assets held for sale, noncurrent portion 1,898 9,526 Total assets of the disposal group classified as held for sale $ 6,679 $ 15,672 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,657 $ 953 Contract liabilities 1,414 1,937 Operating lease obligations, current portion 76 415 Accrued expenses 1,126 1,510 Notes payable - PPP, current portion — 565 Liabilities held for sale, current portion 4,273 5,380 Operating lease obligations, less current portion 85 436 Notes payable - PPP, less current portion — 207 Other long-term liabilities 9 187 Liabilities held for sale, noncurrent portion 94 830 Total liabilities held for sale $ 4,367 $ 6,210 The assets and liabilities of the disposal group classified as held for sale are classified as current on the December 31, 2021 one Net cash (used) provided by operating activities of discontinued operations for 2021 2020 Net cash provided by (used in) investing activities of discontinued operations for 2021 2020 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Accounting Standards Codification (‘‘ASC’’) 820 820’’ 820 three first two may • Level 1 • Level 2 2 • Level 3 The Company determines when a financial instrument transfers between levels based on management’s judgment of the significance of unobservable inputs used to calculate the fair value of the financial instrument. Management believes the carrying amounts of the short-term financial instruments, including cash and cash equivalents, investment, note receivable, accounts receivable, contract assets, prepaid expense and other assets, accounts payable, accrued liabilities, contract liabilities, and other current liabilities reflected in the accompanying consolidated balance sheet approximate fair value at December 31, 2021 2020 three December 31, 2021, December 31, 2021. 3 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash includes deposits at financial institutions with maturities of three 90 December 31, 2021 2020, December 31, 2021 2020, December 31, 2021 2020, (In thousands) As of December 31, 2021 2020 Cash and cash equivalents at beginning of year $ 3,046 $ 23,351 Restricted cash at beginning of year 1,478 — Cash, cash equivalents and restricted cash at beginning of year $ 4,524 $ 23,351 Cash and cash equivalents at end of year $ 26,865 $ 3,046 Restricted cash at end of year 1,176 1,478 Cash, cash equivalents and restricted cash at end of year $ 28,041 $ 4,524 |
Investment, Policy [Policy Text Block] | Investments and Notes Receivable At December 31, 2021, December 31, 2021 December 31, 2020 second 2020 second 2021. December 31, 2021, |
Receivable [Policy Text Block] | Accounts Receivable and Allowance for Uncollectible Accounts Accounts receivable consist of the receivables associated with revenue derived from service sales including present amounts due to contracts accounted for under fixed price, cost-to-cost, cost plus, or output method. An allowance for uncollectible accounts is recorded to allow for any amounts that may not December 31, 2021 2020 Activity in the allowance for doubtful accounts for the years ended December 31, 2021 2020 (In thousands) For the Years ended December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,172 $ — Bad debt expense 346 1,626 Deductions (31 ) (454 ) Allowance for doubtful accounts, end of year $ 1,487 $ 1,172 |
Retainage Receivables [Policy Text Block] | Retainage Receivables At December 31, 2021, not |
Inventory, Policy [Policy Text Block] | Inventories Inventories consist of finished and unfinished products and are stated at the lower of cost or market through either the first first At December 31, 2021 2020 (In thousands) As of December 31, 2021 2020 Finished goods $ — $ — Raw materials 1,316 — Work-in-process 19 — Total inventories $ 1,335 $ — |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment, less accumulated depreciation Land is recorded at cost and includes expenditures made to ready it for use. Land is considered to have an infinite useful life. Buildings and improvements are recorded at cost. Furniture, vehicles, and equipment are recorded at cost and include major expenditures, which increase productivity or substantially increase useful lives. Leasehold improvements are recorded at cost and are depreciated over the lesser of the lease term or estimated useful life. The cost of buildings, improvements, furniture, vehicles, and equipment is depreciated over the estimated useful lives of the related assets. Depreciation is computed using the straight-line method for financial reporting purposes. The estimated useful lives for buildings, improvements, furniture, vehicles, and equipment are as follows: Estimated Useful Life (in years) Leasehold improvements 5 to 10 Equipment 3 to 10 Maintenance, repairs and minor replacements are charged to expenses when incurred. When buildings, improvements, furniture, equipment and vehicles are sold or otherwise disposed of, the asset and related accumulated depreciation are removed and any gain or loss is included in the statement of operations. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets Including Finite-Lived Intangible Assets Long-lived assets including finite-lived intangible assets are periodically reviewed for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not not No impairments were recognized on long-lived assets in 2021 2020 2021, December 31, 2021) |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Identifiable Finite-lived Intangible Assets Intangible assets are stated at cost net of accumulated amortization and impairment. Finite-lived intangible assets includes customer relationships, technology know how, software, noncompete agreements, order backlog, and trade name. The fair value for intangible assets acquired through acquisitions is measured at the time of acquisition utilizing the following inputs, as needed: 1. Inputs used to measure fair value are unadjusted quoted prices available in active markets for the identical assets or liabilities if available. 2. Inputs used to measure fair value, other than quoted prices included in 1, not 3. Inputs used to measure fair value are unobservable inputs supported by little or no 4. Expert appraisal and fair value measurement as completed by third Estimated Useful Life (in years) Finite-lived intangible assets Order backlog 1 Customer Relationships- Front Line Power Construction 15 Trade name - Reach Construction Group 1 Customer relationships - Reach Construction Group, LLC 5 Non-compete agreements - Reach Construction Group, LLC 5 Customer Relationships - Gibson Technical Services 10 Customer Relationships - IMMCO 10 Technology- Know How 3 Non-compete agreements-GTS 5 Software, at cost 3 to 5 The Company amortizes the intangible assets that are subject to amortization on a straight line basis, which the company believes approximates the estimated consumption of their economic benefits. Intangible assets are reviewed for impairment and tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not may not |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Indefinite-Lived Intangibles and Goodwill Assets The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, may one December 31, 2021, five five Annual Test. second may not May 31, 2021, 350 30 35 18A 18B. May 31st first third no Under current accounting guidance, the Company is not not second may not As detailed in ASC 350 20 35 3A, May 31, 2021, not 350 20 35 3C not no |
Accrued Expenses [Policy Text Block] | Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not December 31, 2021 December 31, 2020 (In thousands) As of December 31, 2021 2020 Accrued compensation $ 6,369 $ 1,180 Working capital adjustment on Front Line Power Construction acquisition 14,092 — Accrued interest 2,902 200 Accrued taxes payable 102 83 Other accrued expenses 4,836 2,909 Total accrued expense $ 28,301 $ 4,372 |
Derivative Liabilities [Policy Text Block] | Financial instrument liability The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification No. 815 815’’ not November 2021, November 17, 2021 December 31, 2021 fourth 2021. not 2020. |
Share-based Payment Arrangement [Policy Text Block] | Stock-Based Compensation The Company records its stock-based compensation expense under its stock option plans and also issues stock for services. The Company accounts for stock-based compensation using FASB Accounting Standards Codification No. 718 718’’ 718 Stock bonuses and restricted stock units ("RSU"s) issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the service period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes or binomial option pricing model. The underlying assumptions in the Black-Scholes and binomial option pricing models used by the Company are taken from publicly available sources including: ( 1 2 3 See Note 10 Common stock and stock options are also recorded on the basis of their fair value, as required by FASB ASC 718, 718. 718, Common stock issued to other than employees or directors subject to performance (performance based awards) require interpretation when the counterparty’s performance is complete based on delivery, or other relevant performance criteria in accordance with the relevant agreement. When performance is complete, the common stock is issued and the expense recorded on the basis of their value as required by FASB ASC 718 |
Compensation Related Costs, Policy [Policy Text Block] | Defined Contribution Plans The Company has a 401 60 18 2021 2020, 2021 2020, |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Electric Power segment provides full service building, maintenance and support to the electrical power distribution, transmission, substation, and emergency response sectors of North America through Front Line Power, Orbital Power Services and Eclipse Foundation. The Telecommunications segment composed of Gibson Technical Services and subsidiaries provides technical implementation, design, maintenance, emergency and repair support services in the broadband, wireless, and outside plant and building technologies. The Renewables segment, Orbital Solar Services, provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility scale solar and community solar construction. For our construction contracts, revenue is generally recognized over time. Our fixed price and unit-price construction projects generally use a cost-to-cost input method or an output method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Under the output method, progress towards completion is measured based on units of work completed based on the contractual pricing amounts. Under the output method, revenue is determined by actual work achieved. For jobs under the output method, revenue is earned based on each unit in the contract completed. We construct comprehensive revenue calculations based on quantifiable measures of actual units completed multiplied by the agreed upon contract prices per item completed. Revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. The timing of revenue recognition also depends on the payment terms of the contract, as our performance does not not not For our service contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term. For certain of our revenue streams, such as call-out repair and service work, and outage services, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an input method as the customer receives and consumes the benefits of our performance completed to date. Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicates a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. Accounts Receivable, Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when our right to consideration is unconditional. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, and are within industry standards across our business lines. Accounts receivable are recognized net of an allowance for doubtful accounts. The timing of revenue recognition may not Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the input cost-to-cost or output method of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts and provision for future contract losses for those contracts estimated to close in a gross loss position. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue. Balances and activity in the current contract liabilities as of and for the years ended December 31, 2021 2020 For the Year Ended December 31, 2021 2020 Total contract liabilities - January 1 $ 4,873 $ — Contract liability additions acquired through acquisition 100 3,349 Contract additions, net 6,371 1,524 Contract settlements (3,140 ) — Revenue recognized (1,701 ) — Total contract liabilities - December 31 $ 6,503 $ 4,873 Performance Obligations Remaining Performance Obligations Remaining performance obligations, represents the transaction price of contracts with customers for which work has not December 31, 2021 12 12 December 31, 2021. Any adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may may may not one one Performance Obligations Satisfied Over Time To determine the proper revenue recognition method for our contracts satisfied over time, we evaluate whether a single contract should be accounted for as more than one For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one may one one Variable Consideration The nature of our contracts gives rise to several types of variable consideration. In rare instances, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations. Additionally, if the contract has a provision for liquidated damages in the case that the Company misses a timing target, or fails to meet any other contract benchmarks, the Company accounts for those estimated liquidated damages as variable consideration and will adjust revenue accordingly with periodic updates to the estimated variable consideration as the job progresses. Liquidated damages are recognized as variable consideration and are estimated based on the most likely amount that is deemed probable of realization. Significant Judgments Our contracts with certain customers may may At times, customers may not Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may not In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not The following table presents our revenues disaggregated by timing of revenue recognition: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ 1,812 $ — $ — $ 1,812 Revenues recognized over time 25,987 43,599 11,550 81,136 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ — $ — $ — $ — Revenues recognized over time — 8,482 13,005 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 The following table presents our revenues disaggregated by region: (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total North America $ 25,446 $ 43,599 $ 11,550 $ 80,595 Other 2,353 — — 2,353 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total North America $ — $ 8,482 $ 13,005 $ 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 |
Advertising Cost [Policy Text Block] | Advertising The costs incurred for producing and communicating advertising are charged to operations as incurred. Advertising expense for the years ended December 31, 2021 2020 |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method of FASB Accounting Standards Codification No. 740 740’’ 740, not not Valuation allowances have been established against all domestic based deferred tax assets and U.K. based deferred tax assets due to uncertainties in the Company’s ability to generate sufficient taxable income in future periods to make realization of such assets more likely than not. not. not The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense. Orbital Energy Group files consolidated income tax returns with its U.S. based subsidiaries for federal and many state jurisdictions in addition to separate subsidiary income tax returns in Japan, the United Kingdom and Canada. After the sale of CUI Japan in September 2020, December 31, 2021 not no 2017. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share In accordance with FASB Accounting Standards Codification No. 260 260’’ 2021 2020, two 2021 2020. The following table summarizes the number of stock options outstanding: As of December 31, 2021 2020 Options, outstanding 237,985 790,648 Any common shares issued as a result of stock options would come from newly issued common shares as granted under our equity incentive plans. The following is the calculation of basic and diluted earnings per share: For the Years Ended December 31, (In thousands, except dollars per share) 2021 2020 Continuing operations: Loss from continuing operations, net of income taxes $ (49,843 ) $ (25,702 ) Discontinued operations: Income from discontinued operations, net of income taxes (11,371 ) (1,745 ) Net loss $ (61,214 ) $ (27,447 ) Basic and diluted weighted average number of shares outstanding 58,348,489 29,937,863 Loss from continuing operations per common share - basic and diluted $ (0.86 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.19 ) (0.06 ) Loss per common share - basic and diluted $ (1.05 ) $ (0.92 ) |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The financial statements of the Company's foreign offices have been translated into U.S. dollars in accordance with FASB ASC 830, 830 2021 2020 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting Operating segments are defined in accordance with ASC 280 10 five 280 10. three three 2010. January 2021, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) 1990 o IMMCO, Inc. (acquired July 28, 2021), two 1992. o Full Moon Telecom, LLC (acquired October 22, 2021) 2/Layer 3 The Renewables segment consists of Orbital Solar Services based in Sanford, North Carolina. Orbital Solar Services provides engineering, procurement and construction (“EPC”) services that support the development of renewable energy generation focused on utility-scale solar construction. The Company serves a wide variety of project types, including commercial, substation, solar farms and public utility projects. The Other category is made up primarily of the Company's corporate activities. This category does not not not The following information represents segment activity as of and for the year ended December 31, 2021 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ 27,799 $ 43,599 $ 11,550 $ — 82,948 Depreciation and amortization (1) 2,326 5,969 2,931 1,684 12,910 Interest expense 50 3,129 349 4,809 8,337 Income (loss) from operations 43 (13,215 ) (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 80,800 273,726 28,324 28,459 411,309 Other intangibles assets, net 28,571 106,377 7,708 — 142,656 Goodwill 23,742 70,151 7,006 — 100,899 Expenditures for segment assets (3) 1,615 5,905 118 846 8,484 The following information represents segment activity as of and for the year ended December 31, 2020 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ — $ 8,482 $ 13,005 $ — $ 21,487 Depreciation and amortization (1) — 433 3,278 1,530 5,241 Interest expense — 18 332 948 1,298 Loss from operations — (4,942 ) (5,479 ) (11,610 ) (22,031 ) Segment assets (2) — 7,554 28,271 30,220 66,045 Other intangibles assets, net — — 10,550 3 10,553 Goodwill — 7,006 — 7,006 Expenditures for segment assets (3) — 1,567 17 123 1,707 ( 1 For the years ended December 31, 2021 2020, December 31, 2021 December 31, 2020 ( 2 Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries. ( 3 Includes purchases of property and equipment and purchases of other intangible assets. The following information represents revenue by country: For the Years Ended December 31, (In thousands) 2021 2020 USA $ 80,595 97 % $ 21,487 100 % All Others 2,353 3 % — 0 % Total $ 82,948 100 % $ 21,487 100 % The Company's long-lived assets are located in the U.S. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adoption of new accounting standards On January 1, 2021, No. 2020 04, Reference Rate Reform (Topic 848 2020 04 not 2020 04 March 12, 2020 December 31, 2022. not not On January 1, 2021, 2020 01, Investments - Equity Securities (Topic 321 323 815 321, 323, 815. 2020 01 2020 01 2021 not not On January 1, 2021, 2019 12, Simplifying the Accounting for Income Taxes 740 2021 not Recent Accounting Pronouncements On October 28, 2021, 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 606 December 15, 2022. not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | (In thousands) For the Year Ended December 31, Major classes of line items constituting pretax profit (loss) of discontinued operations 2021 2020 Revenues $ 19,855 $ 33,278 Cost of revenues (14,193 ) (23,637 ) Selling, general and administrative expense (8,550 ) (11,205 ) Depreciation and amortization (1,638 ) (1,489 ) Research and development (2 ) (45 ) (Provision) credit for bad debt 3 (13 ) Impairment of assets held for sale (9,185 ) — Gain on extinguishment of PPP loan 779 — Interest expense (2 ) (5 ) Other income and (expense) 228 (98 ) Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) (12,705 ) (3,214 ) Pretax gain on sale of certain power and electromechanical businesses — 117 Total pretax income on discontinued operations (12,705 ) (3,097 ) Income tax benefit (1,334 ) (1,352 ) Total income from discontinued operations $ (11,371 ) $ (1,745 ) As of December 31, As of December 31, (In thousands) 2021 2020 Carrying amounts of the major classes of assets included in discontinued operations: Trade accounts receivables $ 2,996 $ 2,798 Inventories 530 1,123 Prepaid expenses and other current assets 114 1,185 Contract assets 1,141 1,040 Assets held for sale, current portion 4,781 6,146 Property and equipment 42 4,311 Right of use assets - Operating leases — 786 Other intangible assets 1,813 3,144 Deposits and other assets 43 1,285 Assets held for sale, noncurrent portion 1,898 9,526 Total assets of the disposal group classified as held for sale $ 6,679 $ 15,672 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ 1,657 $ 953 Contract liabilities 1,414 1,937 Operating lease obligations, current portion 76 415 Accrued expenses 1,126 1,510 Notes payable - PPP, current portion — 565 Liabilities held for sale, current portion 4,273 5,380 Operating lease obligations, less current portion 85 436 Notes payable - PPP, less current portion — 207 Other long-term liabilities 9 187 Liabilities held for sale, noncurrent portion 94 830 Total liabilities held for sale $ 4,367 $ 6,210 |
Reconciliation of Cash and Cash Equivalents from Balance Sheet to Cash Flow Statement [Table Text Block] | (In thousands) As of December 31, 2021 2020 Cash and cash equivalents at beginning of year $ 3,046 $ 23,351 Restricted cash at beginning of year 1,478 — Cash, cash equivalents and restricted cash at beginning of year $ 4,524 $ 23,351 Cash and cash equivalents at end of year $ 26,865 $ 3,046 Restricted cash at end of year 1,176 1,478 Cash, cash equivalents and restricted cash at end of year $ 28,041 $ 4,524 |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | (In thousands) For the Years ended December 31, 2021 2020 Allowance for doubtful accounts, beginning of year $ 1,172 $ — Bad debt expense 346 1,626 Deductions (31 ) (454 ) Allowance for doubtful accounts, end of year $ 1,487 $ 1,172 |
Schedule of Inventory, Current [Table Text Block] | (In thousands) As of December 31, 2021 2020 Finished goods $ — $ — Raw materials 1,316 — Work-in-process 19 — Total inventories $ 1,335 $ — |
Schedule of Useful Lives for Property Plant Equipment [Table Text Block] | Estimated Useful Life (in years) Leasehold improvements 5 to 10 Equipment 3 to 10 |
Schedule of Estimated Useful Life [Table Text Block] | Estimated Useful Life (in years) Finite-lived intangible assets Order backlog 1 Customer Relationships- Front Line Power Construction 15 Trade name - Reach Construction Group 1 Customer relationships - Reach Construction Group, LLC 5 Non-compete agreements - Reach Construction Group, LLC 5 Customer Relationships - Gibson Technical Services 10 Customer Relationships - IMMCO 10 Technology- Know How 3 Non-compete agreements-GTS 5 Software, at cost 3 to 5 |
Schedule of Accrued Liabilities [Table Text Block] | (In thousands) As of December 31, 2021 2020 Accrued compensation $ 6,369 $ 1,180 Working capital adjustment on Front Line Power Construction acquisition 14,092 — Accrued interest 2,902 200 Accrued taxes payable 102 83 Other accrued expenses 4,836 2,909 Total accrued expense $ 28,301 $ 4,372 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | For the Year Ended December 31, 2021 2020 Total contract liabilities - January 1 $ 4,873 $ — Contract liability additions acquired through acquisition 100 3,349 Contract additions, net 6,371 1,524 Contract settlements (3,140 ) — Revenue recognized (1,701 ) — Total contract liabilities - December 31 $ 6,503 $ 4,873 |
Disaggregation of Revenue [Table Text Block] | (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ 1,812 $ — $ — $ 1,812 Revenues recognized over time 25,987 43,599 11,550 81,136 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total Revenues recognized at point in time $ — $ — $ — $ — Revenues recognized over time — 8,482 13,005 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 (In thousands) For the Year Ended December 31, 2021 Telecommunications Electric Power Renewables Total North America $ 25,446 $ 43,599 $ 11,550 $ 80,595 Other 2,353 — — 2,353 Total revenues $ 27,799 $ 43,599 $ 11,550 $ 82,948 (In thousands) For the Year Ended December 31, 2020 Telecommunications Electric Power Renewables Total North America $ — $ 8,482 $ 13,005 $ 21,487 Total revenues $ — $ 8,482 $ 13,005 $ 21,487 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, 2021 2020 Options, outstanding 237,985 790,648 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Years Ended December 31, (In thousands, except dollars per share) 2021 2020 Continuing operations: Loss from continuing operations, net of income taxes $ (49,843 ) $ (25,702 ) Discontinued operations: Income from discontinued operations, net of income taxes (11,371 ) (1,745 ) Net loss $ (61,214 ) $ (27,447 ) Basic and diluted weighted average number of shares outstanding 58,348,489 29,937,863 Loss from continuing operations per common share - basic and diluted $ (0.86 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.19 ) (0.06 ) Loss per common share - basic and diluted $ (1.05 ) $ (0.92 ) |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ 27,799 $ 43,599 $ 11,550 $ — 82,948 Depreciation and amortization (1) 2,326 5,969 2,931 1,684 12,910 Interest expense 50 3,129 349 4,809 8,337 Income (loss) from operations 43 (13,215 ) (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 80,800 273,726 28,324 28,459 411,309 Other intangibles assets, net 28,571 106,377 7,708 — 142,656 Goodwill 23,742 70,151 7,006 — 100,899 Expenditures for segment assets (3) 1,615 5,905 118 846 8,484 (In thousands) Telecommunications Electric Power Renewables Other Total Revenues from external customers $ — $ 8,482 $ 13,005 $ — $ 21,487 Depreciation and amortization (1) — 433 3,278 1,530 5,241 Interest expense — 18 332 948 1,298 Loss from operations — (4,942 ) (5,479 ) (11,610 ) (22,031 ) Segment assets (2) — 7,554 28,271 30,220 66,045 Other intangibles assets, net — — 10,550 3 10,553 Goodwill — 7,006 — 7,006 Expenditures for segment assets (3) — 1,567 17 123 1,707 |
Revenue from External Customers by Geographic Areas [Table Text Block] | For the Years Ended December 31, (In thousands) 2021 2020 USA $ 80,595 97 % $ 21,487 100 % All Others 2,353 3 % — 0 % Total $ 82,948 100 % $ 21,487 100 % |
Note 3 - Investments and Fair_2
Note 3 - Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (In thousands) December 31, 2021 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 720 $ 720 Financial instrument liability — — 825 825 Total liabilities $ — $ — $ 1,545 $ 1,545 December 31, 2020 Level 1 Level 2 Level 3 Total Convertible note payable $ — $ — $ 1,955 $ 1,955 Contingent Consideration 720 720 Total liabilities $ — $ — $ 2,675 $ 2,675 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Convertible Note Payable Balance at December 31, 2020 $ 1,955 Loss on extinguishment on amendment to remove convertible feature 250 Amortization of original issue discount 40 Accrued interest 57 Extinguishment of note (2,302 ) Balance at December 31, 2021 $ — Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Contingent Consideration Balance at December 31, 2019 $ — Contingent consideration valued at acquisition of Reach Construction Group, LLC 720 Fair Value adjustment — Balance at December 31, 2020 $ 720 Balance at December 31, 2021 $ 720 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Convertible Note Receivable Balance at December 31, 2020 $ — Fair value of Financial instrument liability at inception 858 Fair value adjustment (33 ) Balance at December 31, 2021 $ 825 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | At December 31, (In thousands) 2021 2020 Leasehold improvements $ 272 $ — Equipment 32,762 2,714 Property and equipment, gross 33,034 2,715 Less accumulated depreciation (3,396 ) (631 ) Property and equipment, net $ 29,638 $ 2,084 |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Finite-lived intangible assets (in thousands) (In years) December 31, 2021 December 31, 2020 Telecommunications Estimated Useful Life (in years) Weighted average remaining amortization period Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Customer Relationships-GTS 10 9.29 $ 16,075 $ (1,152 ) $ 14,923 $ — $ — $ — Customer Relationships-IMMCO 10 9.58 3,800 (158 ) 3,642 — — — Customer Relationships - Full Moon 10 9.82 210 (4 ) 206 — — — Technology - Know How 4 3.58 1,459 (152 ) 1,307 — — — Software-IMMCO 3 2.57 547 (93 ) 454 — — — Non-compete agreements-GTS 5 4.29 385 (55 ) 330 — — — Total Telecommunications 22,476 (1,614 ) 20,862 — — — Electric Power Order backlog 1 0.88 9,186 (1,148 ) 8,038 — — — Customer relationships - Front Line 15 14.89 84,012 (700 ) 83,312 — — — Total Electric Power 93,198 (1,848 ) 91,350 — — — Renewables Customer Relationships 5 3.25 8,647 (3,027 ) 5,620 8,647 (1,297 ) 7,350 Trade name - Reach Construction Group 1 — 1,878 (1,878 ) - 1,878 (1,409 ) 469 Non-compete agreements 5 3.25 3,212 (1,124 ) 2,088 3,212 (482 ) 2,730 Total Renewables 13,737 (6,029 ) 7,708 13,737 (3,188 ) 10,549 Other category Computer software 3 0.08 713 (713 ) — 713 (709 ) 4 Product certifications 3 — 36 (36 ) — 36 (36 ) — Total Other category 749 (749 ) — 749 (745 ) 4 Total identifiable finite-lived other intangible assets $ 130,160 $ (10,240 ) $ 119,920 $ 14,486 $ (3,933 ) $ 10,553 Identifiable indefinite-lived other intangible assets Electric Power Trade name - Front line 15,027 — 15,027 — — — Telecommunications Trade name - GTS 6,388 — 6,388 — — — Trade name - IMMCO 1,162 — 1,162 — — — Trade name - Full Moon 159 — 159 — — — Total Telecommunications 7,709 — 7,709 — — — Total identifiable indefinite-lived other intangible assets 22,736 — 22,736 — — — Total identifiable other intangible assets 152,896 (10,240 ) 142,656 14,486 (3,933 ) 10,553 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Table Text Block] | For the Years Ended December 31, (In thousands) 2021 2020 Trademarks and trade name $ 469 $ 1,409 Customer lists/relationships 3,744 1,297 Technology-Know How 152 — Computer software 96 18 Noncompete agreements 697 482 Order Backlog 1,148 — Intangibles held by discontinued operations 1,396 1,215 Total amortization $ 7,702 $ 4,421 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | For the Years Ended December 31, 2027 and (In thousands) 2022 2023 2024 2025 2026 thereafter Totals Trademarks and trade name $ — $ — $ — $ — $ — $ — $ — Customer lists/relationships 9,339 9,339 9,339 8,042 7,609 64,035 107,703 Technology-Know How 365 365 365 212 — — 1,307 Computer software 222 222 10 — — — 454 Order Backlog 8,038 — — — — — 8,038 Non-compete agreements 719 719 719 238 23 — 2,418 Total amortization $ 18,683 $ 10,645 $ 10,433 $ 8,492 $ 7,632 $ 64,035 $ 119,920 |
Schedule of Goodwill [Table Text Block] | (In thousands) Telecommunications Electric Power Renewables Other Total Balance, December 31, 2020 $ — $ — $ 7,006 $ — $ 7,006 Acquisition of Gibson Technical Services 12,339 — — — 12,339 Acquisition of IMMCO Inc. 10,577 — — — 10,577 Acquisition of Full Moon Telecom, LLC 826 — — — 826 Acquisition of Front Line Power Construction, LLC — 70,151 — — 70,151 Balance, December 31, 2021 $ 23,742 $ 70,151 $ 7,006 $ — $ 100,899 |
Note 7 - Notes Payable (Tables)
Note 7 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of December 31, (In thousands) 2021 2020 Syndicated debt (1) $ 105,000 $ — Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 86,730 — Note payable - financing notes (3) 1,357 1,163 Pay-check protection loans (4) — 1,152 Seller financed notes payable - Reach Construction acquisition (5) 3,480 6,480 Vehicle and equipment loans (6) 222 195 Non-recourse payable agreements (7) 8,269 2,699 Notes payable - Institutional investor (8) 33,922 2,245 Conditional settlement note payable agreement (9) 3,000 3,500 Full Moon - loan to prior owner (10) 2 — Subtotal 241,982 17,434 Unamortized debt discount and debt issuance costs (12,603 ) (903 ) Total long-term debt 229,379 16,531 Less short term notes and current maturities of long term notes payable (72,774 ) (11,681 ) Notes payable, less current portion $ 156,605 $ 4,850 |
Schedule of Long-term Debt Instruments [Table Text Block] | (In thousands) Face Value Repayments Loan Origination Fees Discounts Amortization of Discounts Balance as of December 31, 2021 Non-recourse payable agreements $ 9,450 $ (1,181 ) (140 ) $ (2,450 ) $ 922 $ 6,601 |
Schedule of Maturities of Long-term Debt [Table Text Block] | (In thousands) As of December 31, 2021 2022 $ 97,659 2023 76,848 2024 15,229 2025 15,030 2026 115,023 Less interest portion of payments (90,410 ) Total $ 229,379 |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2021 2020 Month Issued April 2021 June 2020 Number Issued 3,770,960 1,054,687 Interest Rate 0.34 % 6 % Estimated Volatility 156 % 130 % Stock Price at Issuance $ 4.17 $ 0.72 Years to Maturity 1.5 6 Grant date Value per Right $ 3.56 $ 0.64 2021 2020 Weighted average expected term at December 31 (years) 1.55 3.42 Total fair value of all awards at December 31 $ 6,979,824 $ 2,232,491 Total fair value of all vested awards at December 31 $ 2,701,802 $ 648,180 Total intrinsic value at December 31 $ 1,255,078 $ 1,255,078 |
Share-based Payment Arrangement, Stock Appreciation Right, Activity [Table Text Block] | Number of restricted stock units Weighted-average grant date fair value Non-vested shares, beginning of year — $ — Granted 4,386,107 4.64 Vested (1,367,319 ) 4.26 Forfeited — — Non-vested shares, end of year 3,018,788 $ 4.81 |
Summary of Warrants and Options Issued [Table Text Block] | For the Year Ended December 31, 2021 Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contract Life (years) Aggregate Intrinsic Value ($ '000) Balance at beginning of year 790,648 $ 6.06 2.11 $ — Exercised (214,596 ) $ 6.00 — — Forfeited in cash exercise (338,067 ) 6.05 — — Balance at end of year 237,985 $ 6.14 1.41 — Exercisable 237,985 $ 6.14 1.41 — |
Note 12 - Accumulated Other C_2
Note 12 - Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (In thousands) As of December 31, 2021 2020 Foreign currency translation adjustment $ (3,995 ) $ (4,406 ) Accumulated other comprehensive loss $ (3,995 ) $ (4,406 ) |
Note 13 - Restructuring and I_2
Note 13 - Restructuring and Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | For the Years ended December 31, CUI-Canada termination benefits (In thousands) 2021 2020 January 1 liability balance $ 371 $ 3,073 Severance accrual adjustments — (247 ) Severance payouts (376 ) (2,448 ) Translation 5 (7 ) December 31 liability balance $ — $ 371 |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | (In thousands) For the Years Ended December 31, 2021 2020 Continuing operations $ (60,351 ) $ (27,153 ) Discontinued operations (12,705 ) (3,097 ) Loss before income taxes $ (73,056 ) $ (30,250 ) (In thousands) For the Years Ended December 31, 2021 2020 U.S. operations $ (60,351 ) $ (27,153 ) Loss before income taxes $ (60,351 ) $ (27,153 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | (In thousands) For the Years Ended December 31, 2021 2020 Continuing operations $ (10,508 ) $ (1,451 ) Discontinued operations (1,334 ) (1,352 ) Total income tax (benefit) $ (11,842 ) $ (2,803 ) (In thousands) For the Years Ended December 31, 2021 2020 Current: Federal $ — $ — State and local 370 119 Total current provision 370 119 Deferred: Federal (8,714 ) (1,258 ) State and local (2,164 ) (312 ) Total deferred (benefit) (10,878 ) (1,570 ) Total income tax (benefit) $ (10,508 ) $ (1,451 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | (In thousands) For the Years Ended December 31, 2021 2020 Computed federal income taxes at the statutory rate (benefit) $ (12,674 ) $ (5,702 ) State taxes 292 $ 94 Permanent tax differences and limited compensation 2,140 (34 ) Foreign tax rates and tax credits differing from USA — — Expired NOL's 541 — Refundable Foreign R&D Credits — — Change in valuation allowance (807 ) 4,191 Total income tax (benefit) $ (10,508 ) $ (1,451 ) Effective tax rate 17.41 % 5.34 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | (In thousands) As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 23,941 $ 19,198 Inventory and accounts receivable reserves 1,826 2,104 Operating lease obligations 8,058 1,801 Accrued liabilities 786 927 Other 4,371 1,209 Valuation allowance (20,129 ) (19,817 ) Deferred tax assets after valuation allowance 18,853 5,422 Deferred tax liabilities Intangible assets (9,426 ) (3,274 ) Property, plant and equipment (9,588 ) (2,050 ) Total deferred tax liabilities (19,014 ) (5,324 ) Net deferred tax asset (liability) $ (161 ) $ 98 |
Note 16 - Leases (Tables)
Note 16 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | (In thousands) 2022 $ 5,767 2023 4,925 2024 3,864 2025 2,218 2026 1,875 Thereafter 2,714 Less interest portion (3,134 ) Total operating lease obligations $ 18,229 |
Lease, Cost and Other Lease Information [Table Text Block] | For the Year For the Year Ended Ended December 31, December 31, 2021 2020 (In thousands) Operating lease cost $ 3,897 $ 1,626 Short-term lease cost 265 12 Variable lease cost 732 408 Sublease income (501 ) (332 ) Total lease cost $ 4,393 $ 1,714 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (3,515 ) $ (1918 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 13,707 $ 2,050 Weighted-average remaining lease term - operating leases (in years) 4.6 5.5 Weighted-average discount rate - operating leases 6.9 % 6.6 % For the Year For the Year Ended Ended December 31, December 31, 2021 2020 Depreciation of financing lease assets $ 2,166 $ — Interest on lease liabilities 402 — Total finance lease cost $ 2,568 $ — Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in financing leases $ (402 ) $ — Financing cash flows from financing leases $ (1,995 ) $ — Right-of-use assets obtained in exchange for new financing lease obligations $ 16,868 $ — Weighted-average remaining lease term - financing leases (in years) 2.9 — Weighted-average discount rate - financing leases 6.5 % — |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | (In thousands) 2022 $ 5,729 2023 5,729 2024 4,251 2025 321 2026 255 Thereafter — Less interest portion (1,407 ) Total financing lease obligations $ 14,878 |
Note 17 - Business Combinatio_2
Note 17 - Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Cash $ 101,536 Working capital adjustment payable 14,092 Fair value of unsecured promissory notes 86,001 Fair value of common stock issued to Sellers 17,612 Fair value of purchase consideration $ 219,241 Purchase Consideration Cash payment $ 16,597 Fair value of common stock issued to Sellers 2,024 Total $ 18,621 Cash payment $ 22,000 Fair value of common stock issued to Sellers 16,932 Total $ 38,932 Purchase Consideration Fair value of common stock issued to Sellers $ 1,224 18-Month Seller Note 5,000 3-year Seller Note 1,480 Contingent consideration 720 Cash payment 3,000 Total $ 11,424 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash and cash equivalents $ 6,779 Trade accounts receivable 15,726 Contract assets 2,092 Prepaid expenses and other current assets 481 Property and equipment 18,730 Other long-term assets 531 Indefinite lived intangible assets 15,027 Definite lived intangible assets 93,211 Accounts payable (620 ) Contract liabilities (120 ) Accrued expenses (2,747 ) Net assets acquired 149,090 Goodwill 70,151 Purchase price allocation $ 219,241 Cash and cash equivalents $ 747 Trade accounts receivable 297 Property and equipment 124 Intangible, Tradename (indefinite) 159 Intangible, Customer relationships ( 10 210 Accounts payable (197 ) Accrued expenses and other liabilities (182 ) Net assets acquired 1,158 Goodwill 826 Purchase price allocation $ 1,984 Cash and cash equivalents $ 1,634 Trade accounts receivable, net 1,254 Contract assets 1,001 Prepaid expenses and other current assets 1,088 Property and equipment 760 Intangible, customer relationships 3,800 Intangible, trade name 1,162 Intangible, technology know how 1,459 Other long-term assets 76 Deferred tax liability (2,090 ) Liabilities assumed (2,100 ) Net assets acquired 8,044 Goodwill 10,577 Purchase price allocation $ 18,621 Cash and cash equivalents $ 610 Trade accounts receivable 7,871 Contract assets 1,686 Contingent receivable 1,424 Prepaid expenses and other current assets 408 Property and equipment 3,795 Right of use assets - Operating leases 860 Intangible, customer relationships ( 10 16,075 Intangible, tradename (indefinite life) 6,388 Intangible, non-compete agreements ( 5 385 Other long-term assets 123 Deferred tax liability (9,048 ) Liabilities assumed (3,984 ) Net assets acquired 26,593 Goodwill 12,339 Purchase price allocation $ 38,932 Purchase price $ 11,424 Cash and cash equivalents $ 19 Trade accounts receivable, net of allowance 6,972 Contract assets 3,299 Prepaid expenses and other current assets 427 Property and equipment 382 Right of use assets - Operating leases 890 Intangible, customer relationships & backlog 8,647 Intangible, trade name 1,878 Intangible, non-compete agreements 3,212 Deferred tax liability (1,570 ) Liabilities assumed (19,738 ) Net assets acquired 4,418 Goodwill 7,006 Purchase price allocation $ 11,424 |
Schedule of Acquired Intangible Assets by Major Class [Table Text Block] | Fair Value Useful Life Customer relationships $ 84,012 15 years Backlog 9,186 1 year Tradename 15,027 Indefinite Software 13 3 years Total intangible assets $ 108,238 |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenue from April 1, 2020 acquisition date to December 31, 2020 $ 13,005 Loss from continuing operations, net of income taxes from April 1, 2020 acquisition date to December 31, 2020 $ (4,243 (Unaudited) For the Years Ended December 31, 2021 2020 Gross revenue $ 158,625 $ 135,189 Loss from continuing operations, net of income taxes $ (69,671 ) $ (52,953 ) |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands, £ in Millions | 12 Months Ended | ||||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021GBP (£) | Nov. 30, 2021USD ($) | Nov. 17, 2021USD ($) | Dec. 31, 2019USD ($) | ||
Net Income (Loss) Attributable to Parent, Total | $ (61,253) | $ (27,447) | |||||
Net Income (Loss) Attributable to Noncontrolling Interest, Total | 39 | 0 | |||||
Retained Earnings (Accumulated Deficit), Ending Balance | (210,934) | (149,681) | |||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | (49,843) | (25,702) | |||||
Net Cash Provided by (Used in) Operating Activities, Total | (45,676) | (15,032) | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | 26,865 | 3,046 | $ 23,351 | ||||
Working Capital | (33,300) | ||||||
Sale of Equity, Registration, Maximum Value | 112,000 | ||||||
Revenue, Increase Amount | $ 61,500 | ||||||
Revenue Increase, Percent | 286.00% | ||||||
Disposal Group, Including Discontinued Operation, Assets Held-for-sale Impairment | $ 9,200 | ||||||
Investment, Expected Net Realizable Value | 4,100 | £ 3 | |||||
Cash, FDIC Insured Amount | 2,300 | 600 | |||||
Cash and Cash Equivalents in Foreign Accounts | 400 | 200 | |||||
Cash, Foreign Accounts | 2,100 | 2,200 | |||||
Restricted Cash, Current | 150 | 452 | |||||
Restricted Cash, Noncurrent | 1,026 | 1,026 | |||||
Notes Receivable, Fair Value Disclosure | 5,000 | ||||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Total | 836 | 3,601 | |||||
Accounts Receivable, Allowance for Credit Loss, Current | 1,500 | 1,200 | |||||
Accounts Receivable, after Allowance for Credit Loss, Total | 1,500 | ||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 0 | |||||
Accrued Liabilities, Current, Total | 28,301 | 4,372 | |||||
Debt Instrument, Face Amount | 105,000 | ||||||
Derivative Liability, Total | 825 | $ 900 | |||||
Revenue, Remaining Performance Obligation, Amount | 121,000 | ||||||
Advertising Expense | $ 500 | 41 | |||||
Number of Operating Segments | 5 | ||||||
Number of Reportable Segments | 3 | ||||||
Depreciation and Amortization, Discontinued Operations | $ 1,600 | 1,500 | |||||
Depreciation, Depletion and Amortization, Total | [1] | 12,910 | 5,241 | ||||
Telecommunications Segment [Member] | |||||||
Depreciation, Depletion and Amortization, Total | [1] | 2,326 | 0 | ||||
Telecommunications Segment [Member] | Cost of Sales [Member] | |||||||
Depreciation, Depletion and Amortization, Total | 400 | ||||||
Electric Power Segment [Member] | |||||||
Depreciation, Depletion and Amortization, Total | [1] | 5,969 | 433 | ||||
Electric Power Segment [Member] | Cost of Sales [Member] | |||||||
Depreciation, Depletion and Amortization, Total | 4,000 | 400 | |||||
Renewables Segment [Member] | |||||||
Depreciation, Depletion and Amortization, Total | [1] | 2,931 | 3,278 | ||||
Renewables Segment [Member] | Cost of Sales [Member] | |||||||
Depreciation, Depletion and Amortization, Total | $ 54 | 68 | |||||
CUI Global Inc. [Member] | |||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 6.00% | ||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 600 | 300 | |||||
Back Porch International, Inc. [Member] | Note Receivable 2019 [Member] | |||||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Total | 3,300 | 3,500 | |||||
Note Receivable, Net, Current | 2,500 | 44 | |||||
Back Porch International, Inc. [Member] | Note Receivable 2020 [Member] | |||||||
Proceeds from Divestiture of Businesses | 100 | ||||||
Front Line Power Seller Notes [Member] | |||||||
Notes Payable, Fair Value Disclosure | 86,700 | ||||||
Syndicated Term Note [Member] | |||||||
Notes Payable, Fair Value Disclosure | 105,000 | ||||||
Debt Instrument, Face Amount | $ 105,000 | ||||||
Orbital Gas Systems Limited [Member] | Discontinued Operations, Disposed of by Sale [Member] | |||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (3,200) | 1,900 | |||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 0 | (1,800) | |||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 72 | $ 145 | |||||
Orbital Solar Services [Member] | |||||||
Net Income (Loss) Attributable to Parent, Total | $ 100 | ||||||
[1] | For the years ended December 31, 2021 and 2020, depreciation and amortization totals included $1.6 million and $1.5 million, respectively that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment. For the year ended December 31, 2021 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Telecommunications segment, $4.0 million that was classified as cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment. For the year ended December 31, 2020 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Electric Power segment and $68 thousand that was classified as cost of revenue in the Renewables segment. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Impairment of assets held for sale | $ 9,200 | |
Loss from operations of discontinued businesses | (12,705) | $ (3,097) |
Discontinued operations | (1,334) | (1,352) |
Income from discontinued operations, net of income taxes | (11,371) | (1,745) |
Assets held for sale, current portion | 6,679 | 6,146 |
Assets held for sale, noncurrent portion | 0 | 9,526 |
Liabilities held for sale, current portion | 4,367 | 5,380 |
Liabilities held for sale, noncurrent portion | 0 | 830 |
Discontinued Operations, Held-for-sale [Member] | Orbital Gas Systems Limited [Member] | ||
Revenues | 19,855 | |
Cost of revenues | (14,193) | |
Selling, general and administrative expense | (8,550) | |
Depreciation and amortization | (1,638) | |
Research and development | (2) | |
(Provision) credit for bad debt | 3 | |
Impairment of assets held for sale | (9,185) | |
Gain on extinguishment of PPP loan | 779 | |
Interest expense | (2) | |
Other income and (expense) | 228 | |
Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) | (12,705) | |
Pretax gain on sale of certain power and electromechanical businesses | 0 | |
Loss from operations of discontinued businesses | (12,705) | |
Discontinued operations | (1,334) | |
Income from discontinued operations, net of income taxes | (11,371) | |
Trade accounts receivables | 2,996 | |
Inventories | 530 | |
Prepaid expenses and other current assets | 114 | |
Contract assets | 1,141 | |
Assets held for sale, current portion | 4,781 | |
Property and equipment | 42 | |
Right of use assets - Operating leases | 0 | |
Other intangible assets | 1,813 | |
Deposits and other assets | 43 | |
Assets held for sale, noncurrent portion | 1,898 | |
Total assets of the disposal group classified as held for sale | 6,679 | |
Accounts payable | 1,657 | |
Contract liabilities | 1,414 | |
Operating lease obligations, current portion | 76 | |
Accrued expenses | 1,126 | |
Notes payable - PPP, current portion | 0 | |
Liabilities held for sale, current portion | 4,273 | |
Operating lease obligations, less current portion | 85 | |
Notes payable - PPP, less current portion | 0 | |
Other long-term liabilities | 9 | |
Liabilities held for sale, noncurrent portion | 94 | |
Total liabilities held for sale | $ 4,367 | |
Discontinued Operations, Held-for-sale [Member] | Power and Electromechanical Business [Member] | ||
Revenues | 33,278 | |
Cost of revenues | (23,637) | |
Selling, general and administrative expense | (11,205) | |
Depreciation and amortization | (1,489) | |
Research and development | (45) | |
(Provision) credit for bad debt | (13) | |
Impairment of assets held for sale | 0 | |
Gain on extinguishment of PPP loan | 0 | |
Interest expense | (5) | |
Other income and (expense) | (98) | |
Pretax profit (loss) of discontinued operations related to major classes of pretax profit (loss) | (3,214) | |
Pretax gain on sale of certain power and electromechanical businesses | 117 | |
Loss from operations of discontinued businesses | (3,097) | |
Discontinued operations | (1,352) | |
Income from discontinued operations, net of income taxes | (1,745) | |
Trade accounts receivables | 2,798 | |
Inventories | 1,123 | |
Prepaid expenses and other current assets | 1,185 | |
Contract assets | 1,040 | |
Assets held for sale, current portion | 6,146 | |
Property and equipment | 4,311 | |
Right of use assets - Operating leases | 786 | |
Other intangible assets | 3,144 | |
Deposits and other assets | 1,285 | |
Assets held for sale, noncurrent portion | 9,526 | |
Total assets of the disposal group classified as held for sale | 15,672 | |
Accounts payable | 953 | |
Contract liabilities | 1,937 | |
Operating lease obligations, current portion | 415 | |
Accrued expenses | 1,510 | |
Notes payable - PPP, current portion | 565 | |
Liabilities held for sale, current portion | 5,380 | |
Operating lease obligations, less current portion | 436 | |
Notes payable - PPP, less current portion | 207 | |
Other long-term liabilities | 187 | |
Liabilities held for sale, noncurrent portion | 830 | |
Total liabilities held for sale | $ 6,210 |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 26,865 | $ 3,046 | $ 23,351 |
Restricted cash | 1,176 | 1,478 | 0 |
Cash, cash equivalents and restricted cash | $ 28,041 | $ 4,524 | $ 23,351 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts, beginning of year | $ 1,172 | $ 0 |
Bad debt expense | 346 | 1,626 |
Deductions | (31) | (454) |
Allowance for doubtful accounts, end of year | $ 1,487 | $ 1,172 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finished goods | $ 0 | $ 0 |
Raw materials | 1,316 | 0 |
Work-in-process | 19 | 0 |
Total inventories | $ 1,335 | $ 0 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Lives for Buildings, Improvements, Furniture, Vehicles, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements [Member] | Minimum [Member] | |
Estimated useful life (Year) | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Estimated useful life (Year) | 10 years |
Equipment [Member] | Minimum [Member] | |
Estimated useful life (Year) | 3 years |
Equipment [Member] | Maximum [Member] | |
Estimated useful life (Year) | 10 years |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies - Estimated Useful Life for the Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Order or Production Backlog [Member] | |
Finite-lived intangible asset, useful life (Year) | 1 year |
Customer Relationships - Front Line Power Construction [Member] | |
Finite-lived intangible asset, useful life (Year) | 15 years |
Trade name - Reach Construction Group [Member] | |
Finite-lived intangible asset, useful life (Year) | 1 year |
Customer List - Reach Construction Group, LLC [Member] | |
Finite-lived intangible asset, useful life (Year) | 5 years |
Non-Compete Agreements - Reach Construction Group, LLC [Member] | |
Finite-lived intangible asset, useful life (Year) | 5 years |
Customer Relationships - Gibson Technical Services [Member] | |
Finite-lived intangible asset, useful life (Year) | 10 years |
Customer Relationships - IMMCO [Member] | |
Finite-lived intangible asset, useful life (Year) | 10 years |
Technology - Know How [Member] | |
Finite-lived intangible asset, useful life (Year) | 3 years |
Non-compete Agreements -GTS [Member] | |
Finite-lived intangible asset, useful life (Year) | 5 years |
Computer Software, Intangible Asset [Member] | Minimum [Member] | |
Finite-lived intangible asset, useful life (Year) | 3 years |
Computer Software, Intangible Asset [Member] | Maximum [Member] | |
Finite-lived intangible asset, useful life (Year) | 5 years |
Note 2 - Summary of Signific_10
Note 2 - Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued compensation | $ 6,369 | $ 1,180 |
Working capital adjustment on Front Line Power Construction acquisition | 14,092 | 0 |
Accrued interest | 2,902 | 200 |
Accrued taxes payable | 102 | 83 |
Other accrued expenses | 4,836 | 2,909 |
Total accrued expense | $ 28,301 | $ 4,372 |
Note 2 - Summary of Signific_11
Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total contract liabilities - beginning of period | $ 4,873 | $ 0 |
Contract liability additions acquired through acquisition | 100 | 3,349 |
Contract additions, net | 6,371 | 1,524 |
Contract settlements | (3,140) | 0 |
Revenue recognized | (1,701) | 0 |
Total contract liabilities - end of period | $ 6,503 | $ 4,873 |
Note 2 - Summary of Signific_12
Note 2 - Summary of Significant Accounting Policies - Revenues Disaggregated (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from external customers | $ 82,948 | $ 21,487 |
North America [Member] | ||
Revenues from external customers | 80,595 | 21,487 |
Other Regions [Member] | ||
Revenues from external customers | 2,353 | |
Telecommunications Segment [Member] | ||
Revenues from external customers | 27,799 | 0 |
Telecommunications Segment [Member] | North America [Member] | ||
Revenues from external customers | 25,446 | 0 |
Telecommunications Segment [Member] | Other Regions [Member] | ||
Revenues from external customers | 2,353 | |
Electric Power Segment [Member] | ||
Revenues from external customers | 43,599 | 8,482 |
Electric Power Segment [Member] | North America [Member] | ||
Revenues from external customers | 43,599 | 8,482 |
Electric Power Segment [Member] | Other Regions [Member] | ||
Revenues from external customers | 0 | |
Renewables Segment [Member] | ||
Revenues from external customers | 11,550 | 13,005 |
Renewables Segment [Member] | North America [Member] | ||
Revenues from external customers | 11,550 | 13,005 |
Renewables Segment [Member] | Other Regions [Member] | ||
Revenues from external customers | 0 | |
Transferred at Point in Time [Member] | ||
Revenues from external customers | 1,812 | 0 |
Transferred at Point in Time [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 1,812 | 0 |
Transferred at Point in Time [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Transferred at Point in Time [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Transferred over Time [Member] | ||
Revenues from external customers | 81,136 | 21,487 |
Transferred over Time [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 25,987 | 0 |
Transferred over Time [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 43,599 | 8,482 |
Transferred over Time [Member] | Renewables Segment [Member] | ||
Revenues from external customers | $ 11,550 | $ 13,005 |
Note 2 - Summary of Signific_13
Note 2 - Summary of Significant Accounting Policies - Summary of Potential Common Stock Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options, outstanding (in shares) | 237,985 | 790,648 |
Note 2 - Summary of Signific_14
Note 2 - Summary of Significant Accounting Policies - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss from continuing operations, net of income taxes | $ (49,843) | $ (25,702) |
Income from discontinued operations, net of income taxes | (11,371) | (1,745) |
Net loss | $ (61,214) | $ (27,447) |
Basic and diluted weighted average number of shares outstanding (in shares) | 58,348,489 | 29,937,863 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (0.86) | $ (0.86) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.19) | (0.06) |
Loss per common share - basic and diluted (in dollars per share) | $ (1.05) | $ (0.92) |
Note 2 - Summary of Signific_15
Note 2 - Summary of Significant Accounting Policies - Summary of Segment Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2020 | ||
Revenues from external customers | $ 82,948 | $ 21,487 | ||
Depreciation and amortization (1) | [1] | 12,910 | 5,241 | |
Interest expense | 8,337 | 1,298 | ||
Income (loss) from operations | (52,791) | (22,031) | ||
Segment assets (2) | [2] | 411,309 | 66,045 | |
Other intangibles assets, net | 142,656 | 10,553 | ||
Goodwill | 100,899 | 7,006 | $ 7,000 | |
Expenditures for segment assets (3) | [3] | 8,484 | 1,707 | |
Telecommunications Segment [Member] | ||||
Revenues from external customers | 27,799 | 0 | ||
Depreciation and amortization (1) | [1] | 2,326 | 0 | |
Interest expense | 50 | 0 | ||
Income (loss) from operations | 43 | 0 | ||
Segment assets (2) | [2] | 80,800 | 0 | |
Other intangibles assets, net | 28,571 | 0 | ||
Goodwill | 23,742 | |||
Expenditures for segment assets (3) | [3] | 1,615 | 0 | |
Electric Power Segment [Member] | ||||
Revenues from external customers | 43,599 | 8,482 | ||
Depreciation and amortization (1) | [1] | 5,969 | 433 | |
Interest expense | 3,129 | 18 | ||
Income (loss) from operations | (13,215) | (4,942) | ||
Segment assets (2) | [2] | 273,726 | 7,554 | |
Other intangibles assets, net | 106,377 | 0 | ||
Goodwill | 70,151 | 0 | ||
Expenditures for segment assets (3) | [3] | 5,905 | 1,567 | |
Renewables Segment [Member] | ||||
Revenues from external customers | 11,550 | 13,005 | ||
Depreciation and amortization (1) | [1] | 2,931 | 3,278 | |
Interest expense | 349 | 332 | ||
Income (loss) from operations | (19,043) | (5,479) | ||
Segment assets (2) | [2] | 28,324 | 28,271 | |
Other intangibles assets, net | 7,708 | 10,550 | ||
Goodwill | 7,006 | 7,006 | ||
Expenditures for segment assets (3) | [3] | 118 | 17 | |
Other Segments [Member] | ||||
Revenues from external customers | 0 | 0 | ||
Depreciation and amortization (1) | [1] | 1,684 | 1,530 | |
Interest expense | 4,809 | 948 | ||
Income (loss) from operations | (20,576) | (11,610) | ||
Segment assets (2) | [2] | 28,459 | 30,220 | |
Other intangibles assets, net | 0 | 3 | ||
Goodwill | 0 | 0 | ||
Expenditures for segment assets (3) | [3] | $ 846 | $ 123 | |
[1] | For the years ended December 31, 2021 and 2020, depreciation and amortization totals included $1.6 million and $1.5 million, respectively that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment. For the year ended December 31, 2021 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Telecommunications segment, $4.0 million that was classified as cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment. For the year ended December 31, 2020 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Electric Power segment and $68 thousand that was classified as cost of revenue in the Renewables segment. | |||
[2] | Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries. | |||
[3] | Includes purchases of property and equipment and purchases of other intangible assets. |
Note 2 - Summary of Signific_16
Note 2 - Summary of Significant Accounting Policies - Revenue By Country (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, amount | $ 82,948 | $ 21,487 |
Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Revenue, percent | 100.00% | 100.00% |
UNITED STATES | ||
Revenue, amount | $ 80,595 | $ 21,487 |
UNITED STATES | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Revenue, percent | 97.00% | 100.00% |
All Others [Member] | ||
Revenue, amount | $ 2,353 | $ 0 |
All Others [Member] | Revenue Benchmark [Member] | Geographic Concentration Risk [Member] | ||
Revenue, percent | 3.00% | 0.00% |
Note 3 - Investments and Fair_3
Note 3 - Investments and Fair Value Measurements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 |
Debt Instrument, Face Amount | $ 105,000 | ||||
Stock Issued During Period, Shares, Issued for OID of Debt (in shares) | 1,690,677 | ||||
Sale of Stock, Maximum Price Per Share Required (in dollars per share) | $ 2.36 | ||||
Equity Method Investments | 1,063 | $ 1,063 | |||
Income (Loss) from Equity Method Investments, Total | 0 | (4,806) | |||
Payments to Acquire Notes Receivable | 0 | 260 | |||
Virtual Power Systems [Member] | |||||
Equity Method Investments | $ 1,100 | 1,100 | |||
Income (Loss) from Equity Method Investments, Total | (4,800) | ||||
Payments to Acquire Notes Receivable | $ 300 | $ 200 | |||
Payments to Acquire Cost Method Investments | 500 | ||||
Cost Method Investment, Inventory Investment | $ 300 | ||||
Syndicated Term Note [Member] | |||||
Debt Instrument, Face Amount | $ 105,000 |
Note 3 - Investments and Fair_4
Note 3 - Investments and Fair Value Measurements - Fair Value Hierarchy for Cash Equivalents, Marketable Securities and Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 17, 2021 | Dec. 31, 2020 |
Contingent Consideration | $ 720 | $ 720 | |
Financial instrument liability | 825 | $ 900 | |
Total liabilities | 1,545 | 2,675 | |
Convertible Notes Payable [Member] | |||
Convertible note payable | 1,955 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Contingent Consideration | 0 | ||
Financial instrument liability | 0 | ||
Total liabilities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Convertible Notes Payable [Member] | |||
Convertible note payable | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Contingent Consideration | 0 | ||
Financial instrument liability | 0 | ||
Total liabilities | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | Convertible Notes Payable [Member] | |||
Convertible note payable | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Contingent Consideration | 720 | 720 | |
Financial instrument liability | 825 | ||
Total liabilities | $ 1,545 | 2,675 | |
Fair Value, Inputs, Level 3 [Member] | Convertible Notes Payable [Member] | |||
Convertible note payable | $ 1,955 |
Note 3 - Investments and Fair_5
Note 3 - Investments and Fair Value Measurements - Reconciliation of Changes in Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Inputs, Level 3 [Member] | Investment in Convertible Note Receivable [Member] | ||
Balance | $ 0 | |
Fair value of Financial instrument liability at inception | 858 | |
Fair value adjustment | (33) | |
Balance | 825 | $ 0 |
Convertible Notes Payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Balance | 1,955 | |
Loss on extinguishment on amendment to remove convertible feature | 250 | |
Amortization of original issue discount | 40 | |
Accrued interest | 57 | |
Extinguishment of note | (2,302) | |
Balance | 0 | 1,955 |
Contingent Consideration Liability [Member] | ||
Balance | 720 | 0 |
Loss on extinguishment on amendment to remove convertible feature | 0 | |
Balance | $ 720 | 720 |
Contingent consideration valued at acquisition of Reach Construction Group, LLC | $ 720 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Depreciation and Amortization, Continuing Operations | $ 5,000 | $ 600 | |
Depreciation, Depletion and Amortization, Total | [1] | 12,910 | 5,241 |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | 26 | (39) | |
Disposed of Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment, Disposals | 200 | 300 | |
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | 39 | ||
Proceeds From Disposal of Property, Plant and Equipment, Noncash | 200 | ||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | 14 | ||
Traded in Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment, Disposals | 93 | ||
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | 200 | ||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | (25) | ||
Telecommunications Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 2,326 | 0 |
Electric Power Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 5,969 | 433 |
Renewables Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 2,931 | 3,278 |
Cost of Sales [Member] | Telecommunications Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | 400 | ||
Cost of Sales [Member] | Electric Power Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | 4,000 | 400 | |
Cost of Sales [Member] | Renewables Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | $ 54 | $ 68 | |
[1] | For the years ended December 31, 2021 and 2020, depreciation and amortization totals included $1.6 million and $1.5 million, respectively that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment. For the year ended December 31, 2021 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Telecommunications segment, $4.0 million that was classified as cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment. For the year ended December 31, 2020 depreciation and amortization totals included $0.4 million that was classified as cost of revenues in the Electric Power segment and $68 thousand that was classified as cost of revenue in the Renewables segment. |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, and equipment | $ 33,034 | $ 2,715 |
Less accumulated depreciation | (3,396) | (631) |
Property and equipment, net | 29,638 | 2,084 |
Leasehold Improvements [Member] | ||
Property, and equipment | 272 | 0 |
Equipment [Member] | ||
Property, and equipment | $ 32,762 | $ 2,714 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2021 | Nov. 17, 2021 | Oct. 22, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | Dec. 31, 2020 | Apr. 01, 2020 | |
Goodwill, Ending Balance | $ 100,899 | $ 7,006 | $ 7,000 | ||||
Finite-Lived Intangible Assets, Gross, Total | 130,160 | $ 14,486 | $ 13,700 | ||||
Impairment of Intangible Assets (Excluding Goodwill), Total | $ 0 | ||||||
Gibson Technical Services, Inc. [Member] | |||||||
Goodwill, Ending Balance | $ 12,339 | ||||||
Finite-Lived Intangible Assets, Gross, Total | $ 22,800 | ||||||
IMMCO, Inc. [Member] | |||||||
Goodwill, Ending Balance | $ 10,577 | ||||||
Finite-Lived Intangible Assets, Gross, Total | $ 5,300 | ||||||
Full Moon [Member] | |||||||
Goodwill, Ending Balance | $ 826 | ||||||
Finite-Lived Intangible Assets, Gross, Total | $ 400 | ||||||
Front Line Power Construction, LLC [Member] | |||||||
Goodwill, Ending Balance | $ 70,151 | ||||||
Finite-Lived Intangible Assets, Gross, Total | $ 108,200 |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Apr. 01, 2020 | |
Finite-lived intangible asset, gross | $ 130,160 | $ 14,486 | $ 13,700 |
Finite-lived intangible asset, accumulated amortization | (10,240) | (3,933) | |
Finite-lived intangible asset, net | 119,920 | 10,553 | |
Indefinite-lived Intangible Assets | 22,736 | 0 | |
Total identifiable other intangible assets, gross | 152,896 | 14,486 | |
Total identifiable other intangible assets, net | $ 142,656 | 10,553 | |
Customer Relationships - Gibson Technical Services [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Customer Relationships - IMMCO [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Technology - Know How [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, net | $ 1,307 | ||
Non-compete Agreements -GTS [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Order or Production Backlog [Member] | |||
Finite-lived intangible asset, useful life (Year) | 1 year | ||
Finite-lived intangible asset, net | $ 8,038 | ||
Customer Relationships - Front Line Power Construction [Member] | |||
Finite-lived intangible asset, useful life (Year) | 15 years | ||
Noncompete Agreements [Member] | |||
Finite-lived intangible asset, net | $ 2,418 | ||
Computer Software, Intangible Asset [Member] | |||
Finite-lived intangible asset, net | 454 | ||
Telecommunications Segment [Member] | |||
Finite-lived intangible asset, gross | 22,476 | 0 | |
Finite-lived intangible asset, accumulated amortization | (1,614) | 0 | |
Finite-lived intangible asset, net | 20,862 | 0 | |
Indefinite-lived Intangible Assets | 7,709 | 0 | |
Total identifiable other intangible assets, net | 28,571 | 0 | |
Telecommunications Segment [Member] | Trade Name, GTS [Member] | |||
Indefinite-lived Intangible Assets | 6,388 | 0 | |
Telecommunications Segment [Member] | Trade Name - IMMCO [Member] | |||
Indefinite-lived Intangible Assets | 1,162 | 0 | |
Telecommunications Segment [Member] | Trade Name - Full Moon [Member] | |||
Indefinite-lived Intangible Assets | $ 159 | 0 | |
Telecommunications Segment [Member] | Customer Relationships - Gibson Technical Services [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 16,075 | 0 | |
Finite-lived intangible asset, accumulated amortization | (1,152) | 0 | |
Finite-lived intangible asset, net | $ 14,923 | 0 | |
Telecommunications Segment [Member] | Customer Relationships - Gibson Technical Services [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 9 years 3 months 14 days | ||
Telecommunications Segment [Member] | Customer Relationships - IMMCO [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 3,800 | 0 | |
Finite-lived intangible asset, accumulated amortization | (158) | 0 | |
Finite-lived intangible asset, net | $ 3,642 | 0 | |
Telecommunications Segment [Member] | Customer Relationships - IMMCO [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 9 years 6 months 29 days | ||
Telecommunications Segment [Member] | Customer Relationships - Full Moon [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 210 | 0 | |
Finite-lived intangible asset, accumulated amortization | (4) | 0 | |
Finite-lived intangible asset, net | $ 206 | 0 | |
Telecommunications Segment [Member] | Customer Relationships - Full Moon [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 9 years 9 months 25 days | ||
Telecommunications Segment [Member] | Technology - Know How [Member] | |||
Finite-lived intangible asset, useful life (Year) | 4 years | ||
Finite-lived intangible asset, gross | $ 1,459 | 0 | |
Finite-lived intangible asset, accumulated amortization | (152) | 0 | |
Finite-lived intangible asset, net | $ 1,307 | 0 | |
Telecommunications Segment [Member] | Technology - Know How [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 3 years 6 months 29 days | ||
Telecommunications Segment [Member] | Software - IMMCO [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 547 | 0 | |
Finite-lived intangible asset, accumulated amortization | (93) | 0 | |
Finite-lived intangible asset, net | $ 454 | 0 | |
Telecommunications Segment [Member] | Software - IMMCO [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 2 years 6 months 25 days | ||
Telecommunications Segment [Member] | Non-compete Agreements -GTS [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Finite-lived intangible asset, gross | $ 385 | 0 | |
Finite-lived intangible asset, accumulated amortization | (55) | 0 | |
Finite-lived intangible asset, net | $ 330 | 0 | |
Telecommunications Segment [Member] | Non-compete Agreements -GTS [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 4 years 3 months 14 days | ||
Electric Power Segment [Member] | |||
Finite-lived intangible asset, gross | $ 93,198 | 0 | |
Finite-lived intangible asset, accumulated amortization | (1,848) | 0 | |
Finite-lived intangible asset, net | 91,350 | 0 | |
Trade name - Front line | 15,027 | 0 | |
Total identifiable other intangible assets, net | $ 106,377 | 0 | |
Electric Power Segment [Member] | Order or Production Backlog [Member] | |||
Finite-lived intangible asset, useful life (Year) | 1 year | ||
Finite-lived intangible asset, gross | $ 9,186 | 0 | |
Finite-lived intangible asset, accumulated amortization | (1,148) | 0 | |
Finite-lived intangible asset, net | $ 8,038 | 0 | |
Electric Power Segment [Member] | Order or Production Backlog [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 10 months 17 days | ||
Electric Power Segment [Member] | Customer Relationships - Front Line Power Construction [Member] | |||
Finite-lived intangible asset, useful life (Year) | 15 years | ||
Finite-lived intangible asset, gross | $ 84,012 | 0 | |
Finite-lived intangible asset, accumulated amortization | (700) | 0 | |
Finite-lived intangible asset, net | $ 83,312 | 0 | |
Electric Power Segment [Member] | Customer Relationships - Front Line Power Construction [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 14 years 10 months 20 days | ||
Renewables Segment [Member] | |||
Finite-lived intangible asset, gross | $ 13,737 | 13,737 | |
Finite-lived intangible asset, accumulated amortization | (6,029) | (3,188) | |
Finite-lived intangible asset, net | 7,708 | 10,549 | |
Total identifiable other intangible assets, net | $ 7,708 | 10,550 | |
Renewables Segment [Member] | Customer Relationships [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Finite-lived intangible asset, gross | $ 8,647 | 8,647 | |
Finite-lived intangible asset, accumulated amortization | (3,027) | (1,297) | |
Finite-lived intangible asset, net | $ 5,620 | 7,350 | |
Renewables Segment [Member] | Customer Relationships [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 3 years 3 months | ||
Renewables Segment [Member] | Trade Names [Member] | |||
Finite-lived intangible asset, useful life (Year) | 1 year | ||
Finite-lived intangible asset, gross | $ 1,878 | 1,878 | |
Finite-lived intangible asset, accumulated amortization | (1,878) | (1,409) | |
Finite-lived intangible asset, net | $ 0 | 469 | |
Renewables Segment [Member] | Noncompete Agreements [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Finite-lived intangible asset, gross | $ 3,212 | 3,212 | |
Finite-lived intangible asset, accumulated amortization | (1,124) | (482) | |
Finite-lived intangible asset, net | $ 2,088 | 2,730 | |
Renewables Segment [Member] | Noncompete Agreements [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 3 years 3 months | ||
Other Segments [Member] | |||
Finite-lived intangible asset, gross | $ 749 | 749 | |
Finite-lived intangible asset, accumulated amortization | (749) | (745) | |
Finite-lived intangible asset, net | 0 | 4 | |
Total identifiable other intangible assets, net | $ 0 | 3 | |
Other Segments [Member] | Computer Software, Intangible Asset [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 713 | 713 | |
Finite-lived intangible asset, accumulated amortization | (713) | (709) | |
Finite-lived intangible asset, net | $ 0 | 4 | |
Other Segments [Member] | Computer Software, Intangible Asset [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 29 days | ||
Other Segments [Member] | Product Certification [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 36 | 36 | |
Finite-lived intangible asset, accumulated amortization | (36) | (36) | |
Finite-lived intangible asset, net | $ 0 | $ 0 |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible asset amortization | $ 7,702 | $ 4,421 |
Power and Electromechanical Business [Member] | ||
Intangible asset amortization | 1,396 | 1,215 |
Trademarks and Trade Names [Member] | ||
Intangible asset amortization | 469 | 1,409 |
Customer-Related Intangible Assets [Member] | ||
Intangible asset amortization | 3,744 | 1,297 |
Technology - Know How [Member] | ||
Intangible asset amortization | 152 | 0 |
Computer Software, Intangible Asset [Member] | ||
Intangible asset amortization | 96 | 18 |
Noncompete Agreements [Member] | ||
Intangible asset amortization | 697 | 482 |
Order or Production Backlog [Member] | ||
Intangible asset amortization | $ 1,148 | $ 0 |
Note 5 - Goodwill and Other I_6
Note 5 - Goodwill and Other Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 18,683 | |
2023 | 10,645 | |
2024 | 10,433 | |
2025 | 8,492 | |
2026 | 7,632 | |
2027 and thereafter | 64,035 | |
Finite-lived intangible asset, net | 119,920 | $ 10,553 |
Trademarks and Trade Names [Member] | ||
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 0 | |
Finite-lived intangible asset, net | 0 | |
Customer-Related Intangible Assets [Member] | ||
2022 | 9,339 | |
2023 | 9,339 | |
2024 | 9,339 | |
2025 | 8,042 | |
2026 | 7,609 | |
2027 and thereafter | 64,035 | |
Finite-lived intangible asset, net | 107,703 | |
Technology - Know How [Member] | ||
2022 | 365 | |
2023 | 365 | |
2024 | 365 | |
2025 | 212 | |
2026 | 0 | |
2027 and thereafter | 0 | |
Finite-lived intangible asset, net | 1,307 | |
Computer Software, Intangible Asset [Member] | ||
2022 | 222 | |
2023 | 222 | |
2024 | 10 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 0 | |
Finite-lived intangible asset, net | 454 | |
Order or Production Backlog [Member] | ||
2022 | 8,038 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 and thereafter | 0 | |
Finite-lived intangible asset, net | 8,038 | |
Noncompete Agreements [Member] | ||
2022 | 719 | |
2023 | 719 | |
2024 | 719 | |
2025 | 238 | |
2026 | 23 | |
2027 and thereafter | 0 | |
Finite-lived intangible asset, net | $ 2,418 |
Note 5 - Goodwill and Other I_7
Note 5 - Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Balance | $ 7,006 |
Balance | 100,899 |
Gibson Technical Services, Inc. [Member] | |
Goodwill acquired | 12,339 |
IMMCO, Inc. [Member] | |
Goodwill acquired | 10,577 |
Full Moon [Member] | |
Goodwill acquired | 826 |
Front Line Power Construction, LLC [Member] | |
Goodwill acquired | 70,151 |
Electric Power Segment [Member] | |
Balance | 0 |
Balance | 70,151 |
Electric Power Segment [Member] | Gibson Technical Services, Inc. [Member] | |
Goodwill acquired | 0 |
Electric Power Segment [Member] | IMMCO, Inc. [Member] | |
Goodwill acquired | 0 |
Electric Power Segment [Member] | Full Moon [Member] | |
Goodwill acquired | 0 |
Electric Power Segment [Member] | Front Line Power Construction, LLC [Member] | |
Goodwill acquired | 70,151 |
Renewables Segment [Member] | |
Balance | 7,006 |
Balance | 7,006 |
Renewables Segment [Member] | Gibson Technical Services, Inc. [Member] | |
Goodwill acquired | 0 |
Renewables Segment [Member] | IMMCO, Inc. [Member] | |
Goodwill acquired | 0 |
Renewables Segment [Member] | Full Moon [Member] | |
Goodwill acquired | 0 |
Renewables Segment [Member] | Front Line Power Construction, LLC [Member] | |
Goodwill acquired | 0 |
Other Segments [Member] | |
Balance | 0 |
Balance | 0 |
Other Segments [Member] | Gibson Technical Services, Inc. [Member] | |
Goodwill acquired | 0 |
Other Segments [Member] | IMMCO, Inc. [Member] | |
Goodwill acquired | 0 |
Other Segments [Member] | Full Moon [Member] | |
Goodwill acquired | 0 |
Other Segments [Member] | Front Line Power Construction, LLC [Member] | |
Goodwill acquired | 0 |
Telecommunications Segment [Member] | |
Balance | |
Balance | 23,742 |
Telecommunications Segment [Member] | Gibson Technical Services, Inc. [Member] | |
Goodwill acquired | 12,339 |
Telecommunications Segment [Member] | IMMCO, Inc. [Member] | |
Goodwill acquired | 10,577 |
Telecommunications Segment [Member] | Full Moon [Member] | |
Goodwill acquired | 826 |
Telecommunications Segment [Member] | Front Line Power Construction, LLC [Member] | |
Goodwill acquired | $ 0 |
Note 6 - Instruments and Risk_2
Note 6 - Instruments and Risk Management (Details Textual) Pure in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Designated as Hedging Instrument [Member] | ||
Derivative, Number of Instruments Held, Total | 0 | 0 |
Note 7 - Notes Payable (Details
Note 7 - Notes Payable (Details Textual) - USD ($) | Mar. 31, 2022 | Dec. 20, 2021 | Dec. 10, 2021 | Nov. 17, 2021 | Oct. 31, 2021 | May 11, 2021 | Mar. 23, 2021 | Mar. 03, 2021 | Nov. 13, 2020 | Oct. 30, 2020 | Sep. 02, 2020 | Nov. 30, 2023 | Nov. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Jul. 30, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument, Face Amount | $ 105,000,000 | $ 105,000,000 | $ 105,000,000 | ||||||||||||||||||||||||||
Long-term Debt, Total | 229,379,000 | 229,379,000 | 229,379,000 | $ 16,531,000 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | 1,134,000 | 0 | |||||||||||||||||||||||||||
Long-term Debt, Gross | $ 241,982,000 | $ 241,982,000 | $ 241,982,000 | $ 17,434,000 | |||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Exchange Agreement to Reduce Principal on Seller-financed Note Payable [Member] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 155,763 | ||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000,000 | ||||||||||||||||||||||||||||
Exchange Agreement to Partially Pay Off Note Payable [Member] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 113,636 | 100,000 | 83,333 | 248,509 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 1,000,000 | |||||||||||||||||||||||||
Exchange Issuance of Stock for Prepayment of Second Note Payable [Member] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 454,545 | 454,545 | 400,000 | 333,333 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||
Seller Financed Notes Payable, Two [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 1,500,000 | ||||||||||||||||||||||||||||
Unsecured Debt [Member] | Streeterville Capital, LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,700,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 19.60% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,000,000 | ||||||||||||||||||||||||||||
Long-term Debt, Gross | 7,200,000 | $ 7,200,000 | $ 7,200,000 | ||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,090,000 | $ 34,256,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 51,384,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson 2 [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,090,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||||
Reduction in Stock Shares in Exchange for Debt (in shares) | 400,000 | ||||||||||||||||||||||||||||
Financing Note [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Gross | [1] | 1,357,000 | 1,357,000 | 1,357,000 | 1,163,000 | ||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | |||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | 1,900,000 | ||||||||||||||||||||||||||||
Debt Instrument, Decrease, Forgiveness | $ 1,900,000 | ||||||||||||||||||||||||||||
Long-term Debt, Gross | [2] | $ 0 | $ 0 | $ 0 | 1,152,000 | ||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | Gibson Technical Services, Inc. [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 1,400,000 | $ 1,400,000 | |||||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | Liabilities Held-for-sale [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 800,000 | ||||||||||||||||||||||||||||
Seller Financed Notes Payable, One [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | ||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 5,000,000 | 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||||
Repayments of Debt | $ 1,000,000 | $ 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | 700,000 | ||||||||||||||||||||||||||||
Seller Financed Notes Payable, One [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Repayments of Debt | $ 3,000,000 | ||||||||||||||||||||||||||||
August 2021 Seller-financed Notes Payable [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||||||||||||||||
Estimated Market Interest Rate on Which Debt Instrument is Based | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 48,000 | ||||||||||||||||||||||||||||
Seller Financed Notes Payable, Two [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 36 months | ||||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Gross | [3] | $ 222,000 | $ 222,000 | $ 222,000 | 195,000 | ||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.74% | 5.74% | 5.74% | ||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.99% | 8.99% | 8.99% | ||||||||||||||||||||||||||
Non-Recourse Payable Agreement [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 9,450,000 | $ 9,450,000 | $ 9,450,000 | ||||||||||||||||||||||||||
Long-term Debt, Total | 6,601,000 | 6,601,000 | 6,601,000 | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 2,450,000 | 2,450,000 | 2,450,000 | ||||||||||||||||||||||||||
Long-term Debt, Gross | [4] | 8,269,000 | 8,269,000 | 8,269,000 | 2,699,000 | ||||||||||||||||||||||||
The Convertible Notes Payable [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,200,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 250,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 29.00% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (250,000) | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 200,000 | ||||||||||||||||||||||||||||
Long-term Debt, Gross | 700,000 | 700,000 | 700,000 | ||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 2,200,000 | ||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 115.00% | ||||||||||||||||||||||||||||
The Investor Note [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Gross | [5] | $ 33,922,000 | 33,922,000 | $ 33,922,000 | 2,245,000 | ||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 3 years | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,500,000 | ||||||||||||||||||||||||||||
Repayments of Debt | $ 500,000 | ||||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | Forecast [Member] | |||||||||||||||||||||||||||||
Repayments of Debt | $ 1,500,000 | $ 1,000,000 | |||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Repayments of Debt | $ 350,000 | $ 150,000 | |||||||||||||||||||||||||||
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 105,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 262,500 | ||||||||||||||||||||||||||||
Debt Instrument, Initial Prepayment Premium, Percentage | 5.00% | ||||||||||||||||||||||||||||
Debt Instrument, Final Prepayment Premium, Percentage | 1.00% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 13.50% | 13.50% | 13.50% | ||||||||||||||||||||||||||
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||||||||||||||||||
First Insurance Funding [Member] | Financing Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,400,000 | $ 100,000 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 159,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.35% | 3.35% | |||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 9 months | ||||||||||||||||||||||||||||
First Insurance Funding [Member] | Second Financing Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.35% | ||||||||||||||||||||||||||||
First Insurance Funding [Member] | Third Financing Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,700,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||||||||||||
First Insurance Funding [Member] | Fourth Financing Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 54,000 | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.35% | 4.35% | 4.35% | 4.35% | |||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 155,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,900,000 | ||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (154,000) | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 158.00% | ||||||||||||||||||||||||||||
C6 Capital [Member] | Non-Recourse Payable Agreement [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 6,600,000 | $ 6,600,000 | $ 6,600,000 | ||||||||||||||||||||||||||
Long-term Debt, Gross | 8,300,000 | 8,300,000 | 8,300,000 | ||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable One [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | 1,200,000 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 148,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 129.00% | ||||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable Two [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 9,500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | 384,000 | ||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | 6,900,000 | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 2,600,000 | ||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 89.00% | ||||||||||||||||||||||||||||
Amended C6 Capital Agreement [Member] | Future Revenue Payable [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 117.00% | ||||||||||||||||||||||||||||
Amended C6 Capital Agreement [Member] | Non-Recourse Payable Agreement [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 116,000 | $ 54,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Investor Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 10,700,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 years | ||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (1,300,000) | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,000,000 | ||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 9,300,000 | 9,300,000 | 9,300,000 | ||||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Investor Note [Member] | Shares Issued in Repayment of Debt [Member] | |||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 284,090 | 454,545 | |||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 625,000 | $ 1,000,000 | |||||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Fourth Investor Note [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 16,100,000 | ||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,500,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.30% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 years | ||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,100,000 | ||||||||||||||||||||||||||||
Long-term Debt, Gross | $ 15,100,000 | $ 15,100,000 | $ 15,100,000 | ||||||||||||||||||||||||||
[1] | Note payable with an original balance for $1.4 million to First Insurance Funding was executed in July 2020 by the Company for the purposes of financing a portion of the Company's insurance coverage. The Note had an annual percentage rate of 3.35% with nine monthly payments of approximately $159 thousand and was paid off in the three months ended June 30 ,2021. The Company financed two additional insurance policies in the fourth quarter of 2020 for $0.1 million and $0.4 million, respectively. The smaller of which matured in April 2021 and the other of which matured in September 2021, and for which had annual interest rates of 3.35% and 4.35%, respectively. The Company executed two additional notes payable in the third quarter of 2021 for $1.7 million and $54 thousand, respectively at interest rates of 3.00% and 4.35%, respectively. In the fourth quarter, the Company executed one additional notes payable for $0.5 million at an interest rate of 4.35%. | ||||||||||||||||||||||||||||
[2] | On April 30, 2020 and May 2, 2020, the Company entered into unsecured loans in the aggregate principal amount of approximately $1.9 million (the “Loans”) pursuant to the Paycheck Protection Program (the “PPP”), sponsored by the Small Business Administration as guarantor of loans under the PPP ($0.8 million of the loans related to a since discontinued operation and is classified in liabilities held for sale at December 31, 2020). The Loans, and interest accrued thereon, were forgivable, partially or in full, if certain conditions were met. The Loans were evidenced by four promissory notes, three with Bank of America, NA which were dated as of April 30, 2020 and one with Dogwood State Bank dated May 2, 2020. The Bank of America notes were to mature two years from funding date of the notes and the Dogwood State Bank note was to mature two years from the note date. Each of the notes bore interest at a fixed rate of 1.0% per annum with payments deferred. Prepayments on the Loans were permitted at any time prior to maturity with no prepayment penalties. All $1.9 million of the loans outstanding at December 31, 2020 were forgiven in the three months ending June 30, 2021. The remaining $1.4 million of Pay-check Protection loans were acquired as part of the GTS acquisition, and which were forgiven in the third quarter of 2021. The Company had a contingent receivable associated with the remaining PPP loan whereby the Company would be paid by the Sellers of GTS if the remaining PPP loan was not forgiven. Upon forgiveness of the loan, the receivable was relieved resulting in no gain or loss on the transaction. | ||||||||||||||||||||||||||||
[3] | Includes vehicle and equipment loans with interest rates ranging from 5.74% to 8.99%. | ||||||||||||||||||||||||||||
[4] | On September 1st and 2nd, 2020, the Company entered into non-recourse agreements for the sale of future receipts to C6 Capital. The Company received net cash proceeds of $1.9 million for the future receipts of revenues in the amount of approximately $2.5 million. The Company recorded a liability of approximately $2.5 million and a debt discount of approximately $0.5 million, which represents the original issue discount and the fees paid in association with the financing. The debt discount was amortized to interest expense over the life of the agreement. Under the terms of the agreement, the Company was required to make minimum weekly payments in the aggregate of $155 thousand, which included a portion related to the discount amortization that was recorded as interest expense. The note had no stated interest rate and the effective interest rate used to amortize the discount was approximately 158%. These notes were refinanced in November 2020 and a loss on extinguishment of debt was recorded for $154 thousand related to the unamortized discount at the time of payoff. To refinance the original future revenues payable note and to provide the Company with additional capital, the Company took out two additional non-recourse agreements with C6 Capital for the sale of future revenues in the total amount of $3.5 million. These agreements had no stated interest rate and the original issue discount including upfront fees are being amortized using an effective interest rate of approximately 117%. After combined weekly payments of approximately $54 thousand for the first four weeks, the combined payments increased to approximately $116 thousand until June 2021 when the notes were paid off. In October 2021, the Company entered into a 60-day non-recourse agreement for the sale of future receipts to C6 Capital. The Company received net cash proceeds of $1.0 million with a face amount of $1.2 million. This agreement was paid off in December 2021. The agreement had no stated interest rate, but the discount and loan origination fees were amortized based on a 129% interest rate. A second non-recourse agreement with C6 was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company makes weekly payments of $148 thousand and for the final 20 weeks, the Company makes payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees are being amortized based on an 89% interest rate. As of December 31, 2021, the future payments for this financing agreement was approximately $8.3 million ($6.6 million net of discount). See table on following page. | ||||||||||||||||||||||||||||
[5] | On November 13, 2020, the Company completed a Securities Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue to the Investor an unsecured convertible instrument in the principal amount of $2.2 million (the “Convertible Security” or “Note”) to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) against the payment of the applicable consideration therefore. Upon the closing on November 13, 2020, the Company received gross proceeds of $2.2 million before fees and other expenses associated with the transaction, including but not limited to, a $0.2 million original issue discount payable to the Investor. The net proceeds received by the Company were used primarily for working capital, debt repayment and general corporate purposes. The Note is payable in full within eighteen (18) months after the purchase price date in accordance with the terms set forth in the Note and accrues interest on the outstanding balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the Note is paid in full. All interest shall compound daily and shall be payable in accordance with the terms of the Note. Company has the right to prepay all or any portion of the outstanding balance in an amount equal to 115% multiplied by the portion of the outstanding balance to be prepaid. The creditor may request payment of up to $250 thousand per month beginning 6 months after initial issuance. Original issue discount is amortized over the expected life of the investment at an effective interest rate of approximately 29%. The Company elected the fair value option for this note and as a result did not bifurcate any potential embedded derivatives. The Company determined that the fair value at December 31, 2020 approximated its carrying value so no fair value adjustment was made as of December 31, 2020. In February 2021, the Company negotiated modified terms which effectively removed the convertible option from the note and the Company recorded a $250 thousand loss on extinguishment. In July 2021, the Company issued 248,509 shares of common stock in exchange for a payment against the debt of $1 million and in September 2021, the Company signed an exchange agreement to issue 83,333 shares of common stock in exchange for a payment against the debt of $250 thousand. In October 2021, the Company issued 100,000 shares in exchange for a payment against the debt of $250,000. In November 2021, the Company issued 113,636 shares in exchange for a payment against the debt of $250,000. The carrying value was $0.7 million at December 31, 2021. On March 23, 2021, the Company completed a second note payable with the same institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 19.6%, an original issue discount of $1.0 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per month beginning 6 months after initial issuance. In September 2021, the Company issued 333,333 shares of common stock in exchange for a payment against the debt of $1 million. In October 2021, the Company issued 400,000 shares of common stock in exchange for $1.0 million payment against the debt. In November 2021, the Company issued 454,545 shares of common stock in exchange for a $1.0 million payment against the debt. In December 2021, the Company issued 454,545 shares of common stock in exchange for $1.0 million payment against the debt. The carrying value was $7.2 million at December 31, 2021. On May 11, 2021, the Company completed a third note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest of 9% per annum and a combined original issue discount and unamortized prepaid fees of $1.0 million. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per month beginning 6 months after initial issuance. In November 2021, the Company issued 454,545 shares of common stock in exchange for $1.0 million payment against the debt. In December 2021, the Company issued 284,090 shares of common stock in exchange for $625 thousand payment against the debt. The carrying value was $9.3 million at December 31, 2021. On December 20, 2021, the Company completed a fourth note payable agreement with the institutional investor with a face amount of $16.1 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.3%, and an original issue discount of $1.1 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.5 million per month beginning 6 months after initial issuance. The carrying value was $15.1 million at December 31, 2021. The Company has not made any payments on this note as of December 31, 2021. For Streeterville payments made by exchanging stock for payments against the debt in 2021, the Company recorded a total loss of $1.3 million on the exchanges due to the Company issuing shares at a lower price than the current market price on the dates of exchange. |
Note 7 - Notes Payable - Summar
Note 7 - Notes Payable - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt, gross | $ 241,982 | $ 17,434 | |
Unamortized debt discount and debt issuance costs | (12,603) | (903) | |
Total long-term debt | 229,379 | 16,531 | |
Less short term notes and current maturities of long term notes payable | (72,774) | (11,681) | |
Notes payable, less current portion | 156,605 | 4,850 | |
Syndicated Term Note [Member] | |||
Long-term Debt, gross | [1] | 105,000 | 0 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Long-term Debt, gross | [2] | 86,730 | 0 |
Financing Note [Member] | |||
Long-term Debt, gross | [3] | 1,357 | 1,163 |
Paycheck Protection Program CARES Act [Member] | |||
Long-term Debt, gross | [4] | 0 | 1,152 |
Seller Financed Notes Payable - Reach Construction Acquisition [Member] | |||
Long-term Debt, gross | [5] | 3,480 | 6,480 |
Vehicle and Equipment loans [Member] | |||
Long-term Debt, gross | [6] | 222 | 195 |
Non-Recourse Payable Agreement [Member] | |||
Long-term Debt, gross | [7] | 8,269 | 2,699 |
Total long-term debt | 6,601 | ||
The Investor Note [Member] | |||
Long-term Debt, gross | [8] | 33,922 | 2,245 |
Conditional Settlement Note Payable [Member] | |||
Long-term Debt, gross | [9] | 3,000 | 3,500 |
Full Moon - Loan to Prior Owner [Member] | |||
Long-term Debt, gross | [10] | $ 2 | $ 0 |
[1] | On November 17, 2021, the Company entered into a credit agreement and associated documents (the “Credit Agreement”) with Alter Domus (US), LLC (“Alter Domus”), as administrative agent and collateral agent and various lenders (the “Lenders”) in order to enable the Company to finance the acquisition of Front Line Power Construction, LLC. The Lenders made a Term Loan to Front Line in the initial principal amount of $105,000,000 for the purposes of financing the acquisition and the associated expenses. The term loan initially bears interest at the three-month Adjusted LIBOR Rate, plus the Applicable Margin, of which 2.5% may be paid in-kind. The Term Loan shall be repaid in consecutive quarterly installments of $262,500, commencing on June 30, 2022. The Credit Agreement provides for mandatory prepayments on the occurrence of events such as sales of assets, Consolidated Excess Cash Flow and Excess Receipts during the term. The credit agreement provides for prepayment premiums (initially 5% on prepayments made in the first 30 months of the term, declining to 1% in the final year of the term). The Term Loan matures on November 17, 2026, subject to acceleration on Events of Default. Interest rate on the term notes at December 31, 2021 was 13.5%. | ||
[2] | On November 17, 2021, the Company entered into two unsecured promissory notes, one with Kurt A Johnson, Jr, for $34,256,000 and the second for $51,384,000 with Tidal Power Group LLC. These promissory notes bear an interest rate of 6% per annum and were due on May 17, 2022. On December 10, 2021, Kurt A Johnson Jr. received an additional unsecured promissory note in the principal sum of $1,090,000 also with a 6% per annum interest rate in exchange for a reduction of shares issued to Kurt of 400,000. In March 2022, the marturity date for a portion of the two promissory notes was extended to May 31, 2023. See Note 18 for details on extension of maturity date. | ||
[3] | Note payable with an original balance for $1.4 million to First Insurance Funding was executed in July 2020 by the Company for the purposes of financing a portion of the Company's insurance coverage. The Note had an annual percentage rate of 3.35% with nine monthly payments of approximately $159 thousand and was paid off in the three months ended June 30 ,2021. The Company financed two additional insurance policies in the fourth quarter of 2020 for $0.1 million and $0.4 million, respectively. The smaller of which matured in April 2021 and the other of which matured in September 2021, and for which had annual interest rates of 3.35% and 4.35%, respectively. The Company executed two additional notes payable in the third quarter of 2021 for $1.7 million and $54 thousand, respectively at interest rates of 3.00% and 4.35%, respectively. In the fourth quarter, the Company executed one additional notes payable for $0.5 million at an interest rate of 4.35%. | ||
[4] | On April 30, 2020 and May 2, 2020, the Company entered into unsecured loans in the aggregate principal amount of approximately $1.9 million (the “Loans”) pursuant to the Paycheck Protection Program (the “PPP”), sponsored by the Small Business Administration as guarantor of loans under the PPP ($0.8 million of the loans related to a since discontinued operation and is classified in liabilities held for sale at December 31, 2020). The Loans, and interest accrued thereon, were forgivable, partially or in full, if certain conditions were met. The Loans were evidenced by four promissory notes, three with Bank of America, NA which were dated as of April 30, 2020 and one with Dogwood State Bank dated May 2, 2020. The Bank of America notes were to mature two years from funding date of the notes and the Dogwood State Bank note was to mature two years from the note date. Each of the notes bore interest at a fixed rate of 1.0% per annum with payments deferred. Prepayments on the Loans were permitted at any time prior to maturity with no prepayment penalties. All $1.9 million of the loans outstanding at December 31, 2020 were forgiven in the three months ending June 30, 2021. The remaining $1.4 million of Pay-check Protection loans were acquired as part of the GTS acquisition, and which were forgiven in the third quarter of 2021. The Company had a contingent receivable associated with the remaining PPP loan whereby the Company would be paid by the Sellers of GTS if the remaining PPP loan was not forgiven. Upon forgiveness of the loan, the receivable was relieved resulting in no gain or loss on the transaction. | ||
[5] | Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. The $5 million note was amended from its original 18-month term to provide for installments of $1 million paid on March 3, 2021, a second $1 million payment to be made on October 31, 2021 and a final principal payment of $3 million on March 31, 2022. In August 2021, the Company paid $1 million in cash and exchanged 155,763 shares of common stock in exchange for an additional $1 million reduction in principal. The Company recorded this as an extinguishment of debt and a gain on extinguishment of $0.7 million. The new loan had a face value of $2.0 million at a rate of 6% per annum and was recorded based on an estimated market interest rate of 10% per annum with a discount of $48 thousand. The original payment terms called for the full $5 million principal to be paid no later than November 1, 2021 without separate installments. The second seller financed note payable is due 36-months from the April 1, 2020 acquisition date. Both notes had an original stated interest rate of 6% per annum. | ||
[6] | Includes vehicle and equipment loans with interest rates ranging from 5.74% to 8.99%. | ||
[7] | On September 1st and 2nd, 2020, the Company entered into non-recourse agreements for the sale of future receipts to C6 Capital. The Company received net cash proceeds of $1.9 million for the future receipts of revenues in the amount of approximately $2.5 million. The Company recorded a liability of approximately $2.5 million and a debt discount of approximately $0.5 million, which represents the original issue discount and the fees paid in association with the financing. The debt discount was amortized to interest expense over the life of the agreement. Under the terms of the agreement, the Company was required to make minimum weekly payments in the aggregate of $155 thousand, which included a portion related to the discount amortization that was recorded as interest expense. The note had no stated interest rate and the effective interest rate used to amortize the discount was approximately 158%. These notes were refinanced in November 2020 and a loss on extinguishment of debt was recorded for $154 thousand related to the unamortized discount at the time of payoff. To refinance the original future revenues payable note and to provide the Company with additional capital, the Company took out two additional non-recourse agreements with C6 Capital for the sale of future revenues in the total amount of $3.5 million. These agreements had no stated interest rate and the original issue discount including upfront fees are being amortized using an effective interest rate of approximately 117%. After combined weekly payments of approximately $54 thousand for the first four weeks, the combined payments increased to approximately $116 thousand until June 2021 when the notes were paid off. In October 2021, the Company entered into a 60-day non-recourse agreement for the sale of future receipts to C6 Capital. The Company received net cash proceeds of $1.0 million with a face amount of $1.2 million. This agreement was paid off in December 2021. The agreement had no stated interest rate, but the discount and loan origination fees were amortized based on a 129% interest rate. A second non-recourse agreement with C6 was originated in November 2021 with a face amount of $9.5 million. The Company received net cash proceeds of $6.9 million. The Company recorded a liability of $9.5 million and a debt discount of $2.6 million. Under the terms of the agreement, for the first 12 weeks, the Company makes weekly payments of $148 thousand and for the final 20 weeks, the Company makes payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees are being amortized based on an 89% interest rate. As of December 31, 2021, the future payments for this financing agreement was approximately $8.3 million ($6.6 million net of discount). See table on following page. | ||
[8] | On November 13, 2020, the Company completed a Securities Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue to the Investor an unsecured convertible instrument in the principal amount of $2.2 million (the “Convertible Security” or “Note”) to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) against the payment of the applicable consideration therefore. Upon the closing on November 13, 2020, the Company received gross proceeds of $2.2 million before fees and other expenses associated with the transaction, including but not limited to, a $0.2 million original issue discount payable to the Investor. The net proceeds received by the Company were used primarily for working capital, debt repayment and general corporate purposes. The Note is payable in full within eighteen (18) months after the purchase price date in accordance with the terms set forth in the Note and accrues interest on the outstanding balance at the rate of ten percent (10%) per annum from the Purchase Price Date until the Note is paid in full. All interest shall compound daily and shall be payable in accordance with the terms of the Note. Company has the right to prepay all or any portion of the outstanding balance in an amount equal to 115% multiplied by the portion of the outstanding balance to be prepaid. The creditor may request payment of up to $250 thousand per month beginning 6 months after initial issuance. Original issue discount is amortized over the expected life of the investment at an effective interest rate of approximately 29%. The Company elected the fair value option for this note and as a result did not bifurcate any potential embedded derivatives. The Company determined that the fair value at December 31, 2020 approximated its carrying value so no fair value adjustment was made as of December 31, 2020. In February 2021, the Company negotiated modified terms which effectively removed the convertible option from the note and the Company recorded a $250 thousand loss on extinguishment. In July 2021, the Company issued 248,509 shares of common stock in exchange for a payment against the debt of $1 million and in September 2021, the Company signed an exchange agreement to issue 83,333 shares of common stock in exchange for a payment against the debt of $250 thousand. In October 2021, the Company issued 100,000 shares in exchange for a payment against the debt of $250,000. In November 2021, the Company issued 113,636 shares in exchange for a payment against the debt of $250,000. The carrying value was $0.7 million at December 31, 2021. On March 23, 2021, the Company completed a second note payable with the same institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 19.6%, an original issue discount of $1.0 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per month beginning 6 months after initial issuance. In September 2021, the Company issued 333,333 shares of common stock in exchange for a payment against the debt of $1 million. In October 2021, the Company issued 400,000 shares of common stock in exchange for $1.0 million payment against the debt. In November 2021, the Company issued 454,545 shares of common stock in exchange for a $1.0 million payment against the debt. In December 2021, the Company issued 454,545 shares of common stock in exchange for $1.0 million payment against the debt. The carrying value was $7.2 million at December 31, 2021. On May 11, 2021, the Company completed a third note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest of 9% per annum and a combined original issue discount and unamortized prepaid fees of $1.0 million. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1 million per month beginning 6 months after initial issuance. In November 2021, the Company issued 454,545 shares of common stock in exchange for $1.0 million payment against the debt. In December 2021, the Company issued 284,090 shares of common stock in exchange for $625 thousand payment against the debt. The carrying value was $9.3 million at December 31, 2021. On December 20, 2021, the Company completed a fourth note payable agreement with the institutional investor with a face amount of $16.1 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.3%, and an original issue discount of $1.1 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.5 million per month beginning 6 months after initial issuance. The carrying value was $15.1 million at December 31, 2021. The Company has not made any payments on this note as of December 31, 2021. For Streeterville payments made by exchanging stock for payments against the debt in 2021, the Company recorded a total loss of $1.3 million on the exchanges due to the Company issuing shares at a lower price than the current market price on the dates of exchange. | ||
[9] | In October 2020, the Company entered into a conditional settlement agreement with a subcontractor to make payments of $3.5 million at zero interest over three years. The Company made a $0.5 million payment in the fourth quarter of 2021. Subsequent to year end, the Company made a $150,000 payment in February 2022, and is scheduled to make a $350,000 payment by March 31, 2022, a $1 million payment by November 2022 and the final $1.5 million payment by November 2023. | ||
[10] | Represents Full Moon Telecom, LLC opening balance sheet loan to prior Full Moon Telecom, LLC owner. |
Note 7 - Notes Payable - Sale o
Note 7 - Notes Payable - Sale of Future Receipts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt | $ 105,000 | |
Non-recourse payable agreements, amortization of discounts | 3,392 | $ 75 |
Total long-term debt | 229,379 | $ 16,531 |
Non-Recourse Payable Agreement [Member] | ||
Debt | 9,450 | |
Non-recourse payable agreements, repayments | (1,181) | |
Non-recourse payable agreements, fees | (140) | |
Non-recourse agreement, discounts | (2,450) | |
Non-recourse payable agreements, amortization of discounts | 922 | |
Total long-term debt | $ 6,601 |
Note 7 - Notes Payable - Maturi
Note 7 - Notes Payable - Maturity of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
2022 | $ 97,659 | |
2023 | 76,848 | |
2024 | 15,229 | |
2025 | 15,030 | |
2026 | 115,023 | |
Less interest portion of payments | (90,410) | |
Total | $ 229,379 | $ 16,531 |
Note 8 - Line of Credit (Detail
Note 8 - Line of Credit (Details Textual) - USD ($) $ in Thousands | Aug. 19, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Apr. 30, 2020 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 441 | |||
Long-term Line of Credit, Total | $ 0 | |||
Line of Credit Facility, Interest Rate at Period End | 6.65% | |||
Line of Credit [Member] | Minimum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | |||
Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||
Line of Credit [Member] | GTS Subsidiary [Member] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000 | |||
Long-term Line of Credit, Total | $ 2,500 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 1,500 | |||
Line of Credit [Member] | GTS Subsidiary [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.05% |
Note 9 - Commitments and Cont_2
Note 9 - Commitments and Contingencies (Details Textual) $ in Millions | Dec. 31, 2021USD ($) |
Performance and Payment Bonds Outstanding Amount | $ 131.8 |
Orbital Solar Services [Member] | |
Performance and Payment Bonds, Remaining Cost to Complete Jobs | 109.5 |
Performance and Payment Bonds, Combined Contract Value | 127 |
Orbital Power Inc. [Member] | |
Performance and Payment Bonds, Remaining Cost to Complete Jobs | 3.8 |
Performance and Payment Bonds, Combined Contract Value | $ 1.2 |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity and Stock-based Compensation (Details Textual) - USD ($) | May 29, 2020 | Jul. 31, 2021 | Jan. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 |
Proceeds from Issuance of Common Stock | $ 38,000,000 | $ 45,000,000 | |||||
Securities, Maximum Issuance Amount | $ 150,000,000 | ||||||
Payments of Stock Issuance Costs | 2,300,000 | ||||||
Proceeds from Issuance of Common Stock, Net | $ 35,700,000 | ||||||
Stock Appreciation Rights, Percentage Premium Representation Over Market Price | 40.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms (Year) | 1 year 6 months 18 days | 3 years 5 months 1 day | |||||
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | ||||||
The 2020 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 5,000,000 | 2,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 4,130,665 | ||||||
The 2020 Incentive Plan [Member] | Non-Employee Director [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award, Maximum Annual Compensation for Services | $ 250,000 | ||||||
The 2020 Incentive Plan [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | ||||||
Stock Appreciation Rights (SARs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 24 months | ||||||
Accrued Cash Settled Stock Based Payments | $ 2,100,000 | $ 600,000 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 4,300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercise Price (in dollars per share) | $ 1 | $ 2.89 | |||||
Stock Issuance, Amount in Cash Reserves | $ 1,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 3,018,788 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 4.81 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 1,367,319 | ||||||
Cash Settled SARS [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 3,126,000 | 748,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value, Ending Balance (in dollars per share) | $ 1.45 | $ 2.12 | |||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 9,700,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 367,319 | ||||||
Share-based Payment Arrangement, Expense | $ 10,600,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms (Year) | 1 year 9 months 18 days | ||||||
Incentive Stock Options [Member] | The 2020 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 110.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years |
Note 10 - Stockholders' Equit_4
Note 10 - Stockholders' Equity and Stock-based Compensation - Fair Value Assumptions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average expected term at December 31 (years) (Year) | 1 year 6 months 18 days | 3 years 5 months 1 day |
Total fair value of all awards at December 31 | $ 6,979,824 | $ 2,232,491 |
Total fair value of all vested awards at December 31 | 2,701,802 | 648,180 |
Total intrinsic value at December 31 | $ 1,255,078 | $ 1,255,078 |
Stock Appreciation Rights (SARs) [Member] | ||
Number Issued (in shares) | 4,386,107 | |
Grant date Value per Right (in dollars per share) | $ 4.64 | |
Stock Appreciation Rights (SARs) [Member] | April 2021 [Member] | ||
Number Issued (in shares) | 3,770,960 | |
Interest Rate | 0.34% | |
Estimated Volatility | 156.00% | |
Stock Price at Issuance (in dollars per share) | $ 4.17 | |
Years to Maturity (Year) | 1 year 6 months | |
Grant date Value per Right (in dollars per share) | $ 3.56 | |
Stock Appreciation Rights (SARs) [Member] | June 2020 [Member] | ||
Number Issued (in shares) | 1,054,687 | |
Interest Rate | 6.00% | |
Estimated Volatility | 130.00% | |
Stock Price at Issuance (in dollars per share) | $ 0.72 | |
Years to Maturity (Year) | 6 years | |
Grant date Value per Right (in dollars per share) | $ 0.64 |
Note 10 - Stockholders' Equit_5
Note 10 - Stockholders' Equity and Stock-based Compensation - Changes to Non-vested Cash-settled SARs (Details) - Stock Appreciation Rights (SARs) [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Number Issued (in shares) | shares | 4,386,107 |
Grant date Value per Right (in dollars per share) | $ / shares | $ 4.64 |
Vested (in shares) | shares | (1,367,319) |
Vested, fair value price per share (in dollars per share) | $ / shares | $ 4.26 |
Non-vested shares, end of year (in shares) | shares | 3,018,788 |
Non-vested shares, end of year (in dollars per share) | $ / shares | $ 4.81 |
Note 10 - Stockholders' Equit_6
Note 10 - Stockholders' Equity and Stock-based Compensation - Summary of Warrants and Options Issued to Employees and Directors (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Exercised (in shares) | (214,596) | |
Exercised, weighted average exercise price (in dollars per share) | $ 6 | |
Forfeited in cash exercise (in shares) | (338,067) | |
Forfeited in cash exercise, weighted average exercise price (in dollars per share) | $ 6.05 | |
Employee Stock Options And Warrants [Member] | ||
Balance (in shares) | 790,648 | |
Balance, weighted average exercise price (in dollars per share) | $ 6.06 | |
Balance, weighted average remaining contract life (Year) | 1 year 4 months 28 days | 2 years 1 month 9 days |
Balance (in shares) | 237,985 | 790,648 |
Balance, weighted average exercise price (in dollars per share) | $ 6.14 | $ 6.06 |
Exercisable (in shares) | 237,985 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 6.14 | |
Exercisable, weighted average remaining contract life (Year) | 1 year 4 months 28 days |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Textual) - USD ($) | May 29, 2020 | Apr. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 10, 2021 | Nov. 17, 2021 |
Debt Instrument, Face Amount | $ 105,000,000 | ||||||
Unsecured Promissory Note With Kurt A Johnson [Member] | |||||||
Debt Instrument, Face Amount | $ 1,090,000 | $ 34,256,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Danbury Property Company, Llc [Member] | |||||||
Operating Leases, Monthly Rent | $ 10,500 | ||||||
Kurt Johnson [Member] | Minimum [Member] | Orbital Energy Group Inc [Member] | |||||||
Ownership, Percent | 5.00% | ||||||
Kurt Johnson [Member] | Maximum [Member] | |||||||
Salary and Wage, Excluding Cost of Good and Service Sold, Total | $ 250,000 | ||||||
Manvel Property Management [Member] | |||||||
Operating Leases, Monthly Rent | $ 4,000 | ||||||
Tidal Power [Member] | Minimum [Member] | Orbital Energy Group Inc [Member] | |||||||
Ownership, Percent | 5.00% | ||||||
Oak Property Group [Member] | |||||||
Operating Leases, Monthly Rent | $ 2,000 | ||||||
Stock Appreciation Rights (SARs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 4,386,107 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 24 months | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercise Price (in dollars per share) | $ 1 | $ 2.89 | |||||
Son of Executive Chairman [Member] | |||||||
Salary and Wage, Excluding Cost of Good and Service Sold, Total | $ 360,000 | $ 335,000 | |||||
Cash Bonus | 309,000 | 60,000 | |||||
Other Labor-related Expenses | 43,000 | 49,000 | |||||
Employee-related Liabilities, Total | $ 0 | 142,000 | |||||
Change in Excess of Bonus or Salary | $ 50,000 | ||||||
Son of Executive Chairman [Member] | Stock Appreciation Rights (SARs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 235,876 | 67,187 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value, Amount | $ 840,000 | $ 40,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 2 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Exercise Price (in dollars per share) | $ 1 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 6 years |
Note 12 - Accumulated Other C_3
Note 12 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Foreign currency translation adjustment | $ (3,995) | $ (4,406) |
Accumulated other comprehensive loss | $ (3,995) | $ (4,406) |
Note 13 - Restructuring and I_3
Note 13 - Restructuring and Impairment Charges (Details Textual) $ in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019CAD ($) | |
Restructuring Reserve, Ending Balance | $ 371 | $ 0 | $ 371 | $ 3,073 | ||
Restructuring Reserve, Accrual Adjustment | $ 0 | (247) | ||||
Employee Severance [Member] | ||||||
Restructuring Reserve, Ending Balance | 400 | $ 400 | $ 3,100 | $ 4 | ||
Restructuring Reserve, Accrual Adjustment | $ (200) | $ (0.3) |
Note 13 - Restructuring and I_4
Note 13 - Restructuring and Impairment Charges - Restructuring and Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
January 1 liability balance | $ 371 | $ 3,073 |
Severance accrual adjustments | 0 | (247) |
Severance payouts | (376) | (2,448) |
Translation | 5 | (7) |
December 31 liability balance | $ 0 | $ 371 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
Deferred Tax Assets, Valuation Allowance, Total | $ 20,129 | $ 19,817 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 300 | $ 7,400 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | 97,300 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Total | 21,300 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | $ 16,500 |
Note 14 - Income Taxes - Consol
Note 14 - Income Taxes - Consolidated Income From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Continuing operations | $ (60,351) | $ (27,153) |
Discontinued operations | (12,705) | (3,097) |
Loss before income taxes | (73,056) | (30,250) |
U.S. operations | (60,351) | (27,153) |
Loss from continuing operations before taxes | $ (60,351) | $ (27,153) |
Note 14 - Income Taxes - Income
Note 14 - Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Continuing operations | $ (10,508) | $ (1,451) |
Discontinued operations | (1,334) | (1,352) |
Total income tax (benefit) | (11,842) | (2,803) |
Current: | ||
Federal | 0 | 0 |
State and local | 370 | 119 |
Total current provision | 370 | 119 |
Deferred: | ||
Federal | (8,714) | (1,258) |
State and local | (2,164) | (312) |
Total deferred (benefit) | (10,878) | (1,570) |
Total income tax (benefit) | $ (10,508) | $ (1,451) |
Note 14 - Income Taxes - Reconc
Note 14 - Income Taxes - Reconciliation of the Federal Statutory Tax Rate to the Recorded Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Computed federal income taxes at the statutory rate (benefit) | $ (12,674) | $ (5,702) |
State taxes | 292 | 94 |
Permanent tax differences and limited compensation | 2,140 | (34) |
Foreign tax rates and tax credits differing from USA | 0 | 0 |
Expired NOL's | 541 | 0 |
Change in valuation allowance | (807) | 4,191 |
Total income tax (benefit) | $ (10,508) | $ (1,451) |
Effective tax rate | 17.41% | 5.34% |
Note 14 - Income Taxes - Signif
Note 14 - Income Taxes - Significant Portions of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 23,941 | $ 19,198 |
Inventory and accounts receivable reserves | 1,826 | 2,104 |
Operating lease obligations | 8,058 | 1,801 |
Accrued liabilities | 786 | 927 |
Other | 4,371 | 1,209 |
Valuation allowance | (20,129) | (19,817) |
Deferred tax assets after valuation allowance | 18,853 | 5,422 |
Deferred tax liabilities | ||
Intangible assets | (9,426) | (3,274) |
Property, plant and equipment | (9,588) | (2,050) |
Total deferred tax liabilities | (19,014) | (5,324) |
Net deferred tax (liability) | $ (161) | |
Net deferred tax asset | $ 98 |
Note 15 - Concentrations (Detai
Note 15 - Concentrations (Details Textual) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Accounts Receivable, before Allowance for Credit Loss | $ 50.2 | $ 6.9 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Number of Customers | 2 | 3 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 26.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk, Percentage | 15.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 11.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||
Concentration Risk, Percentage | 53.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk, Percentage | 31.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Concentration Risk, Percentage | 11.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | ||
Concentration Risk, Percentage | 11.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Number of Customers | 2 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 46.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 30.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Six [Member] | ||
Concentration Risk, Percentage | 16.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Four Customers [Member] | ||
Concentration Risk, Percentage | 70.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Seven [Member] | ||
Concentration Risk, Percentage | 27.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Eight [Member] | ||
Concentration Risk, Percentage | 16.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Nine [Member] | ||
Concentration Risk, Percentage | 16.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Ten [Member] | ||
Concentration Risk, Percentage | 11.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Number of Supplier | 1 | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk, Percentage | 14.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 13.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Three Customers [Member] | ||
Concentration Risk, Percentage | 39.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk, Percentage | 12.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | One Supplier [Member] | ||
Concentration Risk, Percentage | 12.00% |
Note 16 - Leases (Details Textu
Note 16 - Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finance Lease, Right-of-Use Asset, Amortization | $ 2,166 | $ 0 |
Finance Lease, Interest Expense | 402 | $ 0 |
Selling, General and Administrative Expenses [Member] | ||
Operating Lease, Expense | 4,400 | |
Finance Lease, Right-of-Use Asset, Amortization | 2,200 | |
Office and Industrial Space Rentals [Member] | ||
Operating Leases, Monthly Rent | 25 | |
Operating Leases, Combined Average Monthly Rent | 46 | |
Office Space and Warehouse in Texas [Member] | ||
Operating Leases, Monthly Rent | 11 | |
Property Lease in Gonzales, Louisiana [Member] | ||
Operating Leases, Monthly Rent | $ 10 | |
Lessee, Operating Lease, Term of Contract (Year) | 2 years | |
Vehicle and Equipment loans [Member] | ||
Operating Leases, Combined Average Monthly Rent | $ 200 | |
Vehicle and Equipment loans [Member] | Minimum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 3 years | |
Vehicle and Equipment loans [Member] | Maximum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 7 years | |
Four Properties [Member] | ||
Operating Leases, Monthly Rent | $ 18 | |
Four Properties [Member] | Minimum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 2 years | |
Four Properties [Member] | Maximum [Member] | ||
Lessee, Operating Lease, Term of Contract (Year) | 8 years | |
Gibson Leases [Member] | ||
Operating Leases, Monthly Rent | $ 27 | |
IMMCO Leases [Member] | ||
Operating Leases, Monthly Rent | 5 | |
Front Line Power Office Lease [Member] | ||
Operating Leases, Monthly Rent | 17 | |
Front Line Power Equipment Leases [Member] | ||
Financing Leases, Monthly Expense | 32 | |
Office and Warehouse Space in Houston [Member] | ||
Operating Leases, Monthly Rent | $ 38 |
Note 16 - Leases - Future Minim
Note 16 - Leases - Future Minimum Operating Lease Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
2022 | $ 5,767 |
2023 | 4,925 |
2024 | 3,864 |
2025 | 2,218 |
2026 | 1,875 |
Thereafter | 2,714 |
Less interest portion | (3,134) |
Operating Lease Obligations [Member] | |
Total operating lease obligations | $ 18,229 |
Note 16 - Leases - Lease Cost a
Note 16 - Leases - Lease Cost and Other Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease cost | $ 3,897 | $ 1,626 |
Short-term lease cost | 265 | 12 |
Variable lease cost | 732 | 408 |
Sublease income | (501) | (332) |
Total lease cost | 4,393 | 1,714 |
Operating cash flows used in operating leases | (3,515) | (1,918) |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 13,707 | $ 2,050 |
Weighted-average remaining lease term - operating leases (in years) (Year) | 4 years 7 months 6 days | 5 years 6 months |
Weighted-average discount rate - operating leases | 6.90% | 6.60% |
Depreciation of financing lease assets | $ 2,166 | $ 0 |
Interest on lease liabilities | 402 | 0 |
Total finance lease cost | 2,568 | 0 |
Operating cash flows used in financing leases | (402) | 0 |
Financing cash flows from financing leases | (1,995) | 0 |
Right-of-use assets obtained in exchange for new financing lease obligations | $ 16,868 | $ 0 |
Weighted-average remaining lease term - financing leases (in years) (Year) | 2 years 10 months 24 days | |
Weighted-average discount rate - financing leases | 6.50% | 0.00% |
Note 16 - Leases - Future Min_2
Note 16 - Leases - Future Minimum Finance Lease Obligations (Details) $ in Thousands | Dec. 31, 2021USD ($) |
2022 | $ 5,729 |
2023 | 5,729 |
2024 | 4,251 |
2025 | 321 |
2026 | 255 |
Thereafter | 0 |
Less interest portion | (1,407) |
Total financing lease obligations | $ 14,878 |
Note 17 - Business Combinatio_3
Note 17 - Business Combinations (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 17, 2021 | Oct. 22, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | Apr. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 |
Long-term Debt, Total | $ 229,379 | $ 229,379 | $ 229,379 | $ 16,531 | $ 229,379 | |||||
Goodwill, Ending Balance | $ 7,000 | 100,899 | 100,899 | 100,899 | 7,006 | 100,899 | ||||
Business Combination, Contingent Consideration, Liability, Total | 720 | 720 | 720 | 720 | 720 | |||||
Unsecured Promissory Note With Tidal Power Group [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||
Seller Financed Notes Payable [Member] | ||||||||||
Long-term Debt, Total | 6,500 | |||||||||
Long-term Debt Issued for Business Acquisition, Subject to Preliminary Working Capital Adjustment | 35,000 | |||||||||
Front Line Power Construction, LLC [Member] | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 9,200 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (98) | |||||||||
Business Combination, Acquisition Related Costs | $ 230 | |||||||||
Business Combination, Consideration Transferred, Total | 219,241 | |||||||||
Payments to Acquire Businesses, Gross | 101,536 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 17,612 | |||||||||
Business Combination, Working Capital Adjustment | 14,092 | |||||||||
Goodwill, Ending Balance | 70,151 | |||||||||
Front Line Power Construction, LLC [Member] | Front Line Power Seller Notes [Member] | ||||||||||
Proceeds from Issuance of Debt | 105,000 | |||||||||
Front Line Power Construction, LLC [Member] | Unsecured Promissory Note With Tidal Power Group [Member] | ||||||||||
Long-term Debt, Total | 86,700 | |||||||||
Long-term Debt, Fair Value | $ 86,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 11,622,018 | |||||||||
Front Line Power Construction, LLC [Member] | Payments of Indebtedness [Member] | ||||||||||
Payments to Acquire Businesses, Gross | $ 1,000 | |||||||||
Front Line Power Construction, LLC [Member] | Transaction Expense [Member] | ||||||||||
Payments to Acquire Businesses, Gross | $ 4,400 | |||||||||
Full Moon [Member] | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 1,000 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 300 | |||||||||
Business Combination, Consideration Transferred, Total | $ 2,000 | |||||||||
Payments to Acquire Businesses, Gross | $ 1,200 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 227,974 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 368 | |||||||||
Business Acquisition, Share Price (in dollars per share) | $ 1.614 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | $ 381 | |||||||||
Goodwill, Ending Balance | $ 826 | |||||||||
IMMCO, Inc. [Member] | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 3,700 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 2,800 | |||||||||
Business Combination, Consideration Transferred, Total | $ 19,100 | |||||||||
Payments to Acquire Businesses, Gross | $ 16,597 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 874,317 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,024 | |||||||||
Payments to Acquire Businesses, Before Working Capital Adjustments | 16,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Fair Value | 2,500 | |||||||||
Business Combination, Working Capital Adjustment | 600 | |||||||||
Goodwill, Ending Balance | $ 10,577 | |||||||||
IMMCO, Inc. [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Business Combination, Acquisition Related Costs | 600 | |||||||||
Gibson Technical Services, Inc. [Member] | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 23,100 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 9,200 | |||||||||
Business Combination, Acquisition Related Costs | $ 900 | |||||||||
Business Combination, Consideration Transferred, Total | $ 38,932 | |||||||||
Payments to Acquire Businesses, Gross | $ 22,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 5,929,267 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,932 | |||||||||
Goodwill, Ending Balance | $ 12,339 | |||||||||
Reach Construction Group, LLC [Member] | ||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 13,005 | |||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (4,243) | |||||||||
Business Combination, Consideration Transferred, Total | 11,424 | |||||||||
Payments to Acquire Businesses, Gross | $ 3,000 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 2,000,000 | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,224 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 28,500 | |||||||||
Goodwill, Ending Balance | 7,006 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 30,000 | |||||||||
Business Combination, Contingent Consideration, Liability, Total | $ 700 |
Note 17 - Business Combinatio_4
Note 17 - Business Combinations - Purchase Consideration (Details) - USD ($) $ in Thousands | Nov. 17, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | Apr. 01, 2020 |
Front Line Power Construction, LLC [Member] | ||||
Cash | $ 101,536 | |||
Working capital adjustment payable | 14,092 | |||
Fair value of unsecured promissory notes | 86,001 | |||
Fair value of common stock issued to Sellers | 17,612 | |||
Fair value of purchase consideration | $ 219,241 | |||
Gibson Technical Services, Inc. [Member] | ||||
Cash | $ 22,000 | |||
Fair value of common stock issued to Sellers | 16,932 | |||
Fair value of purchase consideration | $ 38,932 | |||
IMMCO, Inc. [Member] | ||||
Cash | $ 16,597 | |||
Working capital adjustment payable | 600 | |||
Fair value of common stock issued to Sellers | 2,024 | |||
Fair value of purchase consideration | 19,100 | |||
Total | $ 18,621 | |||
Reach Construction Group, LLC [Member] | ||||
Cash | $ 3,000 | |||
Fair value of common stock issued to Sellers | 1,224 | |||
Fair value of purchase consideration | 11,424 | |||
Reach Construction Group, LLC [Member] | Contingent Consideration [Member] | ||||
Fair value of unsecured promissory notes | 720 | |||
Reach Construction Group, LLC [Member] | The 18 Month Seller Note [Member] | ||||
Fair value of unsecured promissory notes | 5,000 | |||
Reach Construction Group, LLC [Member] | The 3 Year Seller Note [Member] | ||||
Fair value of unsecured promissory notes | $ 1,480 |
Note 17 - Business Combinatio_5
Note 17 - Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 17, 2021 | Oct. 22, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | Apr. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill, Ending Balance | $ 7,000 | $ 100,899 | $ 7,006 | |||||
Front Line Power Construction, LLC [Member] | ||||||||
Cash and cash equivalents | $ 6,779 | |||||||
Trade accounts receivable | 15,726 | |||||||
Contract assets | 2,092 | |||||||
Prepaid expenses and other current assets | 481 | |||||||
Property and equipment | 18,730 | |||||||
Other long-term assets | 531 | |||||||
Indefinite lived intangible assets | 15,027 | |||||||
Definite lived intangible assets | 93,211 | |||||||
Accounts payable | (620) | |||||||
Contract liabilities | (120) | |||||||
Accrued expenses | (2,747) | |||||||
Net assets acquired | 149,090 | |||||||
Goodwill, Ending Balance | 70,151 | |||||||
Purchase price allocation | 219,241 | |||||||
Business Combination, Consideration Transferred, Total | $ 219,241 | |||||||
Full Moon [Member] | ||||||||
Cash and cash equivalents | $ 747 | |||||||
Trade accounts receivable | 297 | |||||||
Property and equipment | 124 | |||||||
Accounts payable | (197) | |||||||
Net assets acquired | 1,158 | |||||||
Goodwill, Ending Balance | 826 | |||||||
Purchase price allocation | 1,984 | |||||||
Accrued expenses and other liabilities | (182) | |||||||
Business Combination, Consideration Transferred, Total | 2,000 | |||||||
Full Moon [Member] | Customer Relationships [Member] | ||||||||
Definite lived intangible assets | 210 | |||||||
Full Moon [Member] | Indefinite Trade Names [Member] | ||||||||
Indefinite lived intangible assets | $ 159 | |||||||
IMMCO, Inc. [Member] | ||||||||
Cash and cash equivalents | $ 1,634 | |||||||
Trade accounts receivable | 1,254 | |||||||
Contract assets | 1,001 | |||||||
Prepaid expenses and other current assets | 1,088 | |||||||
Property and equipment | 760 | |||||||
Other long-term assets | 76 | |||||||
Net assets acquired | 8,044 | |||||||
Goodwill, Ending Balance | 10,577 | |||||||
Purchase price allocation | 18,621 | |||||||
Deferred tax liability | [1] | (2,090) | ||||||
Liabilities assumed | (2,100) | |||||||
Business Combination, Consideration Transferred, Total | 19,100 | |||||||
IMMCO, Inc. [Member] | Customer Relationships [Member] | ||||||||
Definite lived intangible assets | 3,800 | |||||||
IMMCO, Inc. [Member] | Technology - Based Asset - Know How [Member] | ||||||||
Definite lived intangible assets | 1,459 | |||||||
IMMCO, Inc. [Member] | Indefinite Trade Names [Member] | ||||||||
Indefinite lived intangible assets | $ 1,162 | |||||||
Gibson Technical Services, Inc. [Member] | ||||||||
Cash and cash equivalents | $ 610 | |||||||
Trade accounts receivable | 7,871 | |||||||
Contract assets | 1,686 | |||||||
Prepaid expenses and other current assets | 408 | |||||||
Property and equipment | 3,795 | |||||||
Other long-term assets | 123 | |||||||
Net assets acquired | 26,593 | |||||||
Goodwill, Ending Balance | 12,339 | |||||||
Purchase price allocation | 38,932 | |||||||
Deferred tax liability | [1] | (9,048) | ||||||
Liabilities assumed | (3,984) | |||||||
Contingent receivable | 1,424 | |||||||
Right of use assets - Operating leases | 860 | |||||||
Business Combination, Consideration Transferred, Total | 38,932 | |||||||
Gibson Technical Services, Inc. [Member] | Customer Relationships [Member] | ||||||||
Definite lived intangible assets | 16,075 | |||||||
Gibson Technical Services, Inc. [Member] | Noncompete Agreements [Member] | ||||||||
Definite lived intangible assets | 385 | |||||||
Gibson Technical Services, Inc. [Member] | Indefinite Trade Names [Member] | ||||||||
Indefinite lived intangible assets | $ 6,388 | |||||||
Reach Construction Group, LLC [Member] | ||||||||
Cash and cash equivalents | 19 | |||||||
Trade accounts receivable | 6,972 | |||||||
Contract assets | 3,299 | |||||||
Prepaid expenses and other current assets | 427 | |||||||
Property and equipment | 382 | |||||||
Net assets acquired | 4,418 | |||||||
Goodwill, Ending Balance | 7,006 | |||||||
Purchase price allocation | 11,424 | |||||||
Deferred tax liability | [1] | (1,570) | ||||||
Right of use assets - Operating leases | 890 | |||||||
Business Combination, Consideration Transferred, Total | 11,424 | |||||||
Liabilities assumed | (19,738) | |||||||
Reach Construction Group, LLC [Member] | Customer Relationships [Member] | ||||||||
Definite lived intangible assets | 8,647 | |||||||
Reach Construction Group, LLC [Member] | Trade Names [Member] | ||||||||
Definite lived intangible assets | 1,878 | |||||||
Reach Construction Group, LLC [Member] | Noncompete Agreements [Member] | ||||||||
Definite lived intangible assets | $ 3,212 | |||||||
[1] | The deferred tax liability recorded at acquisition was offset against the Company's valuation allowance and recorded as a tax benefit in 2020. |
Note 17 - Business Combinatio_6
Note 17 - Business Combinations - Purchase Price Allocation (Details) (Parentheticals) | Oct. 22, 2021 | Apr. 13, 2021 |
Full Moon [Member] | Customer Relationships [Member] | ||
Useful life (Year) | 10 years | |
Gibson Technical Services, Inc. [Member] | Customer Relationships [Member] | ||
Useful life (Year) | 10 years | |
Gibson Technical Services, Inc. [Member] | Noncompete Agreements [Member] | ||
Useful life (Year) | 5 years |
Note 17 - Business Combinatio_7
Note 17 - Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-lived intangible assets | $ 119,920 | $ 10,553 |
Total intangible assets | 142,656 | $ 10,553 |
Order or Production Backlog [Member] | ||
Finite-lived intangible assets | 8,038 | |
Computer Software, Intangible Asset [Member] | ||
Finite-lived intangible assets | 454 | |
Front Line Power Construction, LLC [Member] | ||
Tradename | 15,027 | |
Total intangible assets | 108,238 | |
Front Line Power Construction, LLC [Member] | Customer Relationships [Member] | ||
Finite-lived intangible assets | $ 84,012 | |
Useful life (Year) | 15 years | |
Front Line Power Construction, LLC [Member] | Order or Production Backlog [Member] | ||
Finite-lived intangible assets | $ 9,186 | |
Useful life (Year) | 1 year | |
Front Line Power Construction, LLC [Member] | Computer Software, Intangible Asset [Member] | ||
Finite-lived intangible assets | $ 13 | |
Useful life (Year) | 3 years |
Note 17 - Business Combinatio_8
Note 17 - Business Combinations - Pro Forma Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gross revenue | $ 158,625 | $ 135,189 | |
Loss from continuing operations, net of income taxes | $ (69,671) | $ (52,953) | |
Reach Construction Group, LLC [Member] | |||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 13,005 | ||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ (4,243) |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Textual) - USD ($) | Mar. 01, 2021 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt, Total | $ 229,379,000 | $ 16,531,000 | |||
Non-recourse Financing Agreements for the Sale of Future Revenues [Member] | C6 Capital [Member] | |||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,000,000 | ||||
Payments of Debt Issuance Costs | 650,000 | ||||
Long-term Debt, Total | $ 18,600,000 | ||||
Subsequent Event [Member] | |||||
Gain (Loss) on Repayment of Debt in Common Stock | $ 700,000 | ||||
Subsequent Event [Member] | Front Line Power Seller Notes [Member] | |||||
Repayments of Debt | $ 35,000,000 | ||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | |||
Payments for Additional Consideration | $ 28,852,844 | ||||
Subsequent Event [Member] | Johnson Lockup Letter [Member] | |||||
Payments for Additional Consideration | $ 17,635,228 | ||||
Subsequent Event [Member] | Exchange Issuance of Stock for Prepayment of Note Payable [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 2,653,365 |