Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001108967 | ||
Entity Registrant Name | Orbital Infrastructure Group, Inc. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 0-29923 | ||
Entity Incorporation, State or Country Code | TX | ||
Entity Tax Identification Number | 84-1463284 | ||
Entity Address, Address Line One | 5444 Westheimer Road Suite 1650 | ||
Entity Address, City or Town | Houston | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77056 | ||
City Area Code | 832 | ||
Local Phone Number | 467-1420 | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Trading Symbol | OIG | ||
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 | $ 68,232,566 | ||
Entity Common Stock, Shares Outstanding | 185,464,173 | ||
Auditor Firm ID | 238 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Dallas, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 21,489 | $ 26,865 |
Restricted cash - current portion | 123 | 150 |
Trade accounts receivable, net of allowance | 52,652 | 48,752 |
Inventories | 1,691 | 1,335 |
Contract assets | 13,917 | 7,478 |
Notes receivable, current portion | 1,442 | 3,536 |
Prepaid expenses and other current assets | 7,840 | 6,919 |
Assets held for sale, current portion | 3,198 | 6,679 |
Total current assets | 102,352 | 101,714 |
Property and equipment, less accumulated depreciation | 22,930 | 29,638 |
Investment | 1,063 | 1,063 |
Right of use assets - Operating leases | 16,588 | 18,247 |
Right of use assets - Financing leases | 8,394 | 14,702 |
Goodwill | 7,006 | 100,899 |
Other intangible assets, net | 111,134 | 142,656 |
Restricted cash, noncurrent portion | 486 | 1,026 |
Note receivable | 0 | 836 |
Deposits and other assets | 1,618 | 1,558 |
Total assets | 271,571 | 412,339 |
Current Liabilities: | ||
Accounts payable | 41,333 | 10,111 |
Notes payable, current | 144,708 | 72,774 |
Line of credit | 4,000 | 2,500 |
Operating lease obligations - current portion | 4,540 | 4,674 |
Financing lease obligations - current portion | 5,316 | 4,939 |
Accrued expenses | 39,065 | 28,301 |
Contract liabilities | 10,218 | 6,503 |
Financial instrument liability, current portion | 43,693 | 825 |
Liabilities held for sale, current portion | 0 | 4,367 |
Total current liabilities | 292,873 | 134,994 |
Financial instrument liability, noncurrent portion | 536 | 0 |
Warrant liability | 1,777 | 0 |
Deferred tax liabilities | 0 | 260 |
Notes payable, less current portion | 100,528 | 156,605 |
Operating lease obligations, less current portion | 12,350 | 13,555 |
Financing lease obligations, less current portion | 7,673 | 9,939 |
Contingent consideration | 570 | 720 |
Total liabilities | 416,307 | 316,073 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at December 31, 2022 or December 31, 2021 | 0 | 0 |
Common stock, par value $0.001; 325,000,000 shares authorized; 157,884,024 shares issued and 157,530,961 shares outstanding at December 31, 2022 and 82,259,739 shares issued and 81,906,676 shares outstanding at December 31, 2021 | 158 | 82 |
Additional paid-in capital | 347,357 | 311,487 |
Treasury stock at cost; 353,063 shares held at December 31, 2022 and December 31, 2021 | (413) | (413) |
Accumulated deficit | (487,121) | (210,934) |
Accumulated other comprehensive loss | (691) | (3,995) |
Total Orbital Energy Group, Inc.'s stockholders' equity | (140,710) | 96,227 |
Noncontrolling interest | (4,026) | 39 |
Total stockholders' equity | (144,736) | 96,266 |
Total liabilities and stockholders' equity | $ 271,571 | $ 412,339 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 157,884,024 | 82,259,739 |
Common stock, shares outstanding (in shares) | 157,530,961 | 81,906,676 |
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, 2022 | Dec. 31, 2021 | |
Revenues | $ 322,217 | $ 82,948 |
Cost of revenues | 328,318 | 78,630 |
Gross profit | (6,101) | 4,318 |
Operating expenses: | ||
Selling, general and administrative expense | 47,428 | 50,024 |
Depreciation and amortization | 20,060 | 6,762 |
Impairment of goodwill and intangible assets | 109,586 | 0 |
Impairment of financing leased assets | 4,467 | 0 |
Provision for bad debt | (26) | 346 |
Other operating (income) expenses | (39) | (23) |
Total operating expenses | 181,476 | 57,109 |
Loss from operations | (187,577) | (52,791) |
Gain (loss) on extinguishment of debt | (31,258) | 365 |
Gain (loss) on financial instruments | (24,487) | 33 |
Gain on warrant liabilities | 11,085 | 0 |
Other income (expense) | (7,039) | 379 |
Interest expense | (37,813) | (8,337) |
Loss from continuing operations before taxes | (277,089) | (60,351) |
Income tax expense (benefit) | 846 | (10,508) |
Loss from continuing operations, net of income taxes | (277,935) | (49,843) |
Discontinued operations (Note 2) | ||
Loss from operations of discontinued businesses | (2,317) | (12,705) |
Income tax benefit | 0 | (1,334) |
Loss from discontinued operations, net of income taxes | (2,317) | (11,371) |
Net loss | (280,252) | (61,214) |
Less: net income (loss) attributable to noncontrolling interest | (4,065) | 39 |
Net loss attributable to Orbital Infrastructure Group, Inc. | $ (276,187) | $ (61,253) |
Basic and diluted weighted average number of shares outstanding (in shares) | 108,313,369 | 58,348,489 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (2.53) | $ (0.86) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.02) | (0.19) |
Loss per common share - basic and diluted (in dollars per share) | $ (2.55) | $ (1.05) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income and (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net loss | $ (280,252) | $ (61,214) |
Foreign currency translation adjustment | (304) | 411 |
Reclassification adjustment upon sale of Orbital U.K. | 3,608 | 0 |
Other comprehensive income (loss) | 3,304 | 411 |
Comprehensive loss | $ (276,948) | $ (60,803) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [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, 2020 | 31,029,642 | (353,063) | ||||||
Balance at Dec. 31, 2020 | $ 31 | $ 171,616 | $ (413) | $ (149,681) | $ (4,406) | $ 17,147 | $ 0 | $ 17,147 |
Issuance of common stock via equity raises (in shares) | 25,966,515 | 0 | ||||||
Issuance of common stock via equity raises | $ 26 | 78,020 | $ 0 | 0 | 0 | 78,046 | 0 | 78,046 |
Common stock issued for acquisitions (in shares) | 18,653,576 | 0 | ||||||
Common stock issued for acquisitions | $ 18 | 36,917 | $ 0 | 0 | 0 | 36,935 | 0 | 36,935 |
Common stock issued and issuable for compensation, services and royalty payments (in shares) | 1,891,056 | 0 | ||||||
Common stock issued and issuable for compensation, services and royalty payments | $ 2 | 12,155 | $ 0 | 0 | 0 | 12,157 | 0 | 12,157 |
Common stock issued to lenders for OID (in shares) | 1,636,651 | 0 | ||||||
Common stock issued to lenders for OID | $ 2 | 3,811 | $ 0 | 0 | 0 | 3,813 | 0 | 3,813 |
Common stock issued for debt repayment (in shares) | 3,082,299 | 0 | ||||||
Common stock issued for debt repayment | $ 3 | 8,968 | $ 0 | 0 | 0 | 8,971 | 0 | 8,971 |
Net loss | 0 | 0 | 0 | (61,253) | 0 | (61,253) | 39 | (61,214) |
Other comprehensive loss | $ 0 | 0 | $ 0 | 0 | 411 | 411 | 0 | 411 |
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 | 39 | 96,266 |
Issuance of common stock via equity raises (in shares) | 20,194,537 | 0 | ||||||
Issuance of common stock via equity raises | $ 20 | 3,935 | $ 0 | 0 | 0 | 3,955 | 0 | 3,955 |
Common stock issued for acquisitions (in shares) | 125,000 | 0 | ||||||
Common stock issued for acquisitions | $ 0 | 146 | $ 0 | 0 | 0 | 146 | 0 | 146 |
Common stock issued and issuable for compensation, services and royalty payments (in shares) | 2,889,457 | 0 | ||||||
Common stock issued and issuable for compensation, services and royalty payments | $ 3 | 1,299 | $ 0 | 0 | 0 | 1,302 | 0 | 1,302 |
Common stock issued to lenders for OID (in shares) | 24,963,451 | 0 | ||||||
Common stock issued to lenders for OID | $ 25 | 7,642 | $ 0 | 0 | 0 | 7,667 | 0 | 7,667 |
Common stock issued for debt repayment (in shares) | 20,297,993 | 0 | ||||||
Common stock issued for debt repayment | $ 21 | 15,916 | $ 0 | 0 | 0 | 15,937 | 0 | 15,937 |
Net loss | 0 | 0 | 0 | (276,187) | 0 | (276,187) | (4,065) | (280,252) |
Other comprehensive loss | $ 0 | 0 | $ 0 | 0 | 3,304 | 3,304 | 0 | 3,304 |
Issuance of common stock upon exercise of pre-funded warrants, net (in shares) | 7,153,847 | 0 | ||||||
Issuance of common stock upon exercise of pre-funded warrants, net | $ 7 | 6,932 | $ 0 | 0 | 0 | 6,939 | 0 | 6,939 |
Balance (in shares) at Dec. 31, 2022 | 157,884,024 | (353,063) | ||||||
Balance at Dec. 31, 2022 | $ 158 | $ 347,357 | $ (413) | $ (487,121) | $ (691) | $ (140,710) | $ (4,026) | $ (144,736) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (280,252) | $ (61,214) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 15,371 | 5,208 |
Amortization of intangibles | 18,468 | 7,702 |
Amortization of debt discount | 11,037 | 3,392 |
Loss (gain) on extinguishment of debt and loan modifications | 31,258 | (1,134) |
Gain on disposal of assets | (154) | (26) |
Gain on sale of businesses | (299) | 0 |
Amortization of note receivable discount | (63) | (319) |
Stock-based compensation and expense | (1,144) | 12,168 |
Fair value adjustment to liability for stock appreciation rights | (269) | 2,054 |
Fair value adjustment to financial instrument liabilities | 24,487 | (33) |
Fair value adjustment to warrant liabilities | (11,085) | 0 |
Provision for bad debt | (8) | 343 |
Deferred income taxes | (347) | (10,878) |
Non-cash unrealized foreign currency (gain) loss | (7) | 492 |
Liquidated damages from debt | 7,969 | 0 |
Impairment of goodwill and intangible assets | 109,586 | 0 |
Impairment of financing leased assets | 4,467 | 0 |
Impairment of assets held for sale | 0 | 9,185 |
Inventory reserve | (9) | (350) |
Change in operating assets and liabilities, net of acquisition: | ||
Trade accounts receivable | (1,844) | (19,173) |
Inventories | 58 | (425) |
Contract assets | (5,086) | (296) |
Prepaid expenses and other current assets | 3,540 | 41 |
Right of use assets/lease liabilities, net of acquisitions: | 234 | 49 |
Deposits and other assets | (39) | (24) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 30,269 | (38) |
Accrued expenses | 19,905 | 4,540 |
Contingent consideration | (150) | 0 |
Contract liabilities | 4,482 | 3,060 |
NET CASH USED IN OPERATING ACTIVITIES | (19,625) | (45,676) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisitions, net of cash received | (773) | (132,518) |
Cash paid for working capital adjustment on Front Line Power acquisition | (9,500) | 0 |
Purchases of property and equipment | (4,511) | (7,779) |
Deposits on financing lease property and equipment/ proceeds from deposits | 158 | (762) |
Proceeds from sale of businesses, net of cash included in business | 1,027 | 0 |
Proceeds from sale of property and equipment | 485 | 141 |
Purchase of other intangible assets | (99) | (705) |
Purchase of investments | (469) | (1,025) |
Proceeds from notes receivable | 3,500 | 621 |
NET CASH USED IN INVESTING ACTIVITIES | (10,182) | (142,027) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 4,250 | 3,250 |
Payments on line of credit | (2,750) | (1,191) |
Payments on financing lease obligations | (5,090) | (1,995) |
Proceeds from notes payable, net of debt discounts and issuances costs | 90,522 | 143,045 |
Payments on notes payable | (83,162) | (9,941) |
Proceeds from sales of common stock and warrants | 20,395 | 78,046 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 24,165 | 211,214 |
Effect of exchange rate changes on cash | (301) | 6 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (5,943) | 23,517 |
Cash, cash equivalents and restricted cash at beginning of year | 28,041 | 4,524 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | 22,098 | 28,041 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid (net refunded) | 336 | (316) |
Interest paid | 26,584 | 2,257 |
Non-cash investment in acquisitions including seller notes, equity issued and contingent consideration | 146 | 123,457 |
Financing note payable issued for payment on certain insurance policies | 4,761 | 2,854 |
Equipment purchased with debt | 969 | 138 |
Accrued property and equipment purchases at December 31 | $ 9 | $ 404 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Orbital Infrastructure Group, Inc. f/k/a Orbital Energy Group, Inc. (Orbital Infrastructure Group, "OIG," "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, The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas and Orbital Power, Inc. based in Dallas, Texas. 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 third 2022, 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 o Coax Fiber Solutions, LLC (acquired March 7, 2022 ), 2016, The Renewables segment consists of Orbital Solar Services based in Raleigh, 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. Orbital Solar Services entered into an agreement in 2021 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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 Infrastructure 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., Full Moon Telecom, LLC, and Coax Fiber Solutions, 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. and Orbital Gas Systems, North America, Inc. Intercompany accounts and transactions have been eliminated in consolidation. Variable Interest Entity Orbital Solar Services entered into an agreement in 2021 not 12/31/2022, $ 10.6 Orbital Solar Services, through its controlling interest in OSS-JPOW, has the contractual 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. The VIE has been jointly financed by the Company and JPOW. For the years ended December 31, 2022 2021, Company Conditions and Sources of Liquidity The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the year ended December 31, 2022, December 31, 2022, not twelve The Company has plans to access additional capital to meet its obligations for the twelve 7 Notes Payable 8 Line of Credit 7 Notes Payable 8 Line of Credit not December 31, 2022, 3 no There can be no not twelve Discontinued Operations and Sales of Businesses As part of the Company’s stated strategy to transform Orbital Infrastructure 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 2021, December 31, 2021). May 2022 third 2022. December 31, 2022, Selected data for these discontinued businesses consisted of the following: Reconciliation of the Major Classes of Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss 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 loss of discontinued operations 2022 2021 Revenues $ 7,617 $ 19,855 Cost of revenues (6,090 ) (14,193 ) Selling, general and administrative expense (4,130 ) (8,550 ) Depreciation and amortization — (1,638 ) Research and development — (2 ) (Provision) credit for bad debt (18 ) 3 Impairment of assets held for sale — (9,185 ) Gain on extinguishment of PPP loan — 779 Interest expense (13 ) (2 ) Other income 18 228 Pretax loss of discontinued operations related to major classes of pretax loss (2,616 ) (12,705 ) Pretax gain on sale of Orbital U.K. 299 — Total pretax loss on discontinued operations (2,317 ) (12,705 ) Income tax benefit — (1,334 ) Total loss from discontinued operations $ (2,317 ) $ (11,371 ) 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) 2022 2021 Carrying amounts of the major classes of assets included in discontinued operations: 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 1,385 42 Other intangible assets 1,813 1,813 Deposits and other assets — 43 Assets held for sale, noncurrent portion 3,198 1,898 Total assets of the disposal group classified as held for sale $ 3,198 $ 6,679 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ — $ 1,657 Contract liabilities — 1,414 Operating lease obligations, current portion — 76 Accrued expenses — 1,126 Liabilities held for sale, current portion — 4,273 Operating lease obligations, less current portion — 85 Other long-term liabilities — 9 Liabilities held for sale, noncurrent portion — 94 Total liabilities held for sale $ — $ 4,367 The assets and liabilities of the disposal group, which included the U.K. and North America Gas subsidiaries, and certain fixed assets of the Eclipse Foundation Group classified as held for sale are classified as current on the December 31, 2022 December 31, 2021 one Net cash used by operating activities of discontinued operations for 2022 2021 Net cash provided by investing activities of discontinued operations for 2022 2021 zero 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, 2022 2021 December 31, 2022, 2021 December 31, 2022), December 31, 2022), November 2021, December 31, 2022 2021. 3 Cash and Cash Equivalents Cash includes deposits at financial institutions with maturities of three 90 December 31, 2022 2021, December 31, 2022 2021, December 31, 2022 2021, (In thousands) As of December 31, 2022 2021 Cash and cash equivalents at beginning of year $ 26,865 $ 3,046 Restricted cash at beginning of year 1,176 1,478 Cash, cash equivalents and restricted cash at beginning of year $ 28,041 $ 4,524 Cash and cash equivalents at end of year $ 21,489 $ 26,865 Restricted cash at end of year 609 1,176 Cash, cash equivalents and restricted cash at end of year $ 22,098 $ 28,041 Notes Receivable At December 31, 2021, December 31, 2021 first 2022, 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, 2022 2021 Activity in the allowance for doubtful accounts for the years ended December 31, 2022 2021 (In thousands) For the Years ended December 31, 2022 2021 Allowance for doubtful accounts, beginning of year $ 1,487 $ 1,172 Bad debt expense (26 ) 346 Deductions (694 ) (31 ) Allowance for doubtful accounts, end of year $ 767 $ 1,487 Retainage Receivables At December 31, 2022 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, 2022 2021 (In thousands) As of December 31, 2022 2021 Finished goods $ — $ — Raw materials 1,338 1,316 Work-in-process 353 19 Total inventories $ 1,691 $ 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 two one In 2022, not 2021, December 31, 2021). September 2022 , 13 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 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, 2022, four four Annual Test The Company tests for impairment of indefinite-lived intangibles and Goodwill in the second In performing its testing for Goodwill as of May 31, 2022, May 31, 2022, no June 30, 2022. The Company’s qualitative assessment for Indefinite-lived assets at May 31, 2022, 350 30 35 18A 18B. no June 30, 2022. Interim Tests The Company performed a goodwill impairment analysis as of June 30, 2022 May 31, 2022 June 30, 2022, no June 30, 2022. During the third 2022, September 30, 2022. third 2022, three September 30, 2022. third September 30, 2022 During the fourth 2022, December 31, 2022, Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not December 31, 2022 December 31, 2021 (In thousands) As of December 31, 2022 2021 Accrued bonding $ 1,920 $ 167 Accrued compensation 5,589 6,369 Working capital adjustment on Front Line Power Construction acquisition 4,592 14,092 Accrued interest 5,885 2,902 Accrued taxes payable 248 102 Accrued subcontractor expenses 11,299 — Accrued union dues 937 870 Accrued vendor invoices and accrued other expenses 8,595 3,799 Total accrued expense $ 39,065 $ 28,301 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. December 31, 2022, 3 Warrant liabilities We account for warrants for shares of the Company's common stock that are not not Loan modifications and gain (losses) on extinguishments From time to time, the Company negotiates modified loan terms. The Company evaluates the discounted future cash flows of the modified loan compared to the discounted future cash flows of the loan using its original terms. If the discounted cash flows of the new loan are more than 10% 10%, no 2022, 7 The Company has debt with an institutional investor that on occasion has accepted common stock in lieu of a scheduled cash payment. Any difference above or below the Nasdaq minimum price is recorded as a gain or loss on extinguishment. In 2022, 7 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 2022 2021, 2022 2021, 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, and Orbital Power Services. 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. 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. For certain types of over time revenue jobs, the Company utilizes the right-to-invoice practical expedient. In these instances, we have a right to invoice the customer for an amount that corresponds directly with the value transferred to the customer for our performance completed to date. When this practical expedient is used, we recognize revenue based on billing and calculate any additional revenue earned that is unbilled at the period end. We have contracts which have payment terms dictated by daily or hourly rates where some contracts may For any job where the customer 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. Our contracts with certain customers may may At times, customers may not 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, 2022 2021 For the Year Ended December 31, 2022 2021 Total contract liabilities - January 1 $ 6,503 $ 4,873 Contract liability additions acquired through acquisition — 100 Contract additions, net 6,710 6,371 Change in provision for Loss 4,179 Contract settlements — (3,140 ) Revenue recognized (7,174 ) (1,701 ) Total contract liabilities - December 31 $ 10,218 $ 6,503 Performance Obligations Remaining Performance Obligations Remaining performance obligations, represents the transaction price of contracts with customers for which work has not December 31, 2022 12 12 December 31, 2022. 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. Two large solar projects have liquidated damages included within their customer contracts. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q4 2022, two two 2022. two March 31, 2023, not 2022, not 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 type of customer: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 148,046 $ 915 $ — $ 148,961 $ 43,120 $ — $ — $ 43,120 Telecommunications 1,792 82,901 — 84,693 479 27,799 — 28,278 Renewables — — 85,766 85,766 — — 11,550 11,550 Other 2,797 — — 2,797 — — — — Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 The following table presents our revenues disaggregated by type of contract: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 49,487 $ 327 $ — $ 49,814 $ 12,198 $ — $ — $ 12,198 Fixed price contracts 38,712 8,029 85,766 132,507 11,518 5,789 11,550 28,857 Unit price contracts 64,436 75,460 — 139,896 19,883 22,010 — 41,893 Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 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 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. The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense. Orbital Infrastructure 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 Australia, Canada, India, Belgium and the United Kingdom. As of December 31, 2022 not no 2019. Net Loss per Share In accordance with FASB Accounting Standards Codification No. 260 260’’ 2022 2021, two December 31, 2022, 2021, 2022 2021. The following table summarizes the number of stock options outstanding: As of December 31, 2022 2021 Options, outstanding 197,887 237,985 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) 2022 2021 Continuing operations: Loss from continuing operations, net of income taxes $ (277,935 ) $ (49,843 ) Discontinued operations: Income from discontinued operations, net of income taxes (2,317 ) (11,371 ) Net loss $ (280,252 ) $ (61,214 ) Basic and diluted weighted average number of shares outstanding 108,313,369 58,348,489 Loss from continuing operations per common share - basic and diluted $ (2.53 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.02 ) (0.19 ) Loss per common share - basic and diluted $ (2.55 ) $ (1.05 ) 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 2022 2021 Segment Reporting Operating segments are defined in accordance with ASC 280 10 four 280 10. three three The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas, Orbital Power Services based in Dallas, Texas, and Eclipse Foundation Group based in Gonzales, Louisiana. The segment provides comprehensive solutions to customers in the electric power industries. Front Line Power, LLC is a Houston-based full-service electrical infrastructure service company that provides construction, maintenance, and emergency response services for customers since 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 o Coax Fiber Solutions, LLC (acquired March 7, 2022 ), 2016, The Renewables segment consists of Orbital Solar Services based in Raleigh, 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, 2022 (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 152,635 $ 83,816 $ 85,766 $ — $ 322,217 Depreciation and amortization (1) 26,911 4,863 2,001 64 33,839 Interest expense 18,158 218 10 19,427 37,813 Loss from operations (88,045 ) (22,112 ) (68,137 ) (9,283 ) (187,577 ) Segment assets (2) 167,245 67,920 18,932 17,474 271,571 Other intangibles assets, net 85,355 24,333 1,446 — 111,134 Goodwill — — 7,006 — 7,006 Expenditures for segment assets (3) 3,167 1,326 19 98 4,610 The following information represents segment activity as of and for the year ended December 31, 2021 (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 43,599 $ 27,799 $ 11,550 $ — $ 82,948 Depreciation and amortization (1) 5,969 2,326 2,931 1,684 12,910 Interest expense 3,129 50 349 4,809 8,337 Income (loss) from operations (13,215 ) 43 (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 273,726 80,800 28,324 28,459 411,309 Other intangibles assets, net 106,377 28,571 7,708 — 142,656 Goodwill 70,151 23,742 7,006 — 100,899 Expenditures for segment assets (3)) 5,905 1,615 118 846 8,484 ( 1 For the year ended December 31, 2021, 2022. December 31, 2022 December 31, 2021 ( 2 Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries and Eclipse Foundation Group fixed assets held for sale. ( 3 Includes purchases of property and equipment and purchases of other intangible assets. The Company's revenues and long-lived assets are primarily located in the U.S. Recent Accounting Pronouncements In September 2022, 2022 04, 405 50 December 15, 2022, December 15, 2023, not In June 2022, 2022 03, 820 2022 03 not 1 2 3 2022 03 December 15, 2023. 2022 03 not On October 28, 2021, 2021 08, 805 606 December 15, 2022. not |
Note 3 - Investments and Fair V
Note 3 - Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 (In thousands) December 31, 2022 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 570 $ 570 Front Line Power Construction seller financed debt, net of discount — 68,753 — 68,753 Financial instrument liability - related to Syndicated debt — — 536 536 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 43,693 43,693 Prepaid advance agreement — 1,829 — 1,829 Warrant liability — — 1,777 1,777 Total liabilities $ — $ 70,582 $ 46,576 $ 117,158 December 31, 2021 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 720 $ 720 Front Line Power Construction seller financed debt, net of discount — 86,183 — 86,183 Financial instrument liability — — 825 825 Total liabilities $ — $ 86,183 $ 1,545 $ 87,728 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Financial Instrument Liability -related to Front Line Power Construction Seller Financed Debt Balance at December 31, 2021 $ — Fair value of financial instrument liability at inception 26,782 Fair value adjustment to financial instrument liability 16,911 Balance at December 31, 2022 $ 43,693 As part of the purchase of Front Line, the Company paid the sellers, Tidal Power and Kurt Johnson, a certain number of shares of restricted stock. To the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period on April 1, 2023, no April 1, 2023, no Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Contingent Consideration Balance at December 31, 2021 $ 720 Fair value adjustment (150 ) Balance at December 31, 2022 $ 570 The Company evaluated the contingent consideration for fair value as of December 31, 2022 third December 31, 2022. Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2021 $ 825 Issuance of shares upon exercise and reset of financial instrument (7,667 ) Fair value adjustment to financial instrument liability 7,378 Balance at December 31, 2022 $ 536 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 $2.36 per share amount ("the reference price"), 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. In 2022, five December 31, 2022 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Warrant Liability Balance at December 31, 2021 $ — Proceeds from sale of warrants including pre-funded warrants 19,800 Exercise of pre-funded warrants, net of exercise proceeds (6,938 ) Fair value adjustment to warrant liability (11,085 ) Balance at December 31, 2022 $ 1,777 On April 28, 2022 , .0001 three June 30, 2022. The accompanying warrants have an exercise price of $1.31, and were exercisable 6 fifth 815, 815 There were no 3 2 2022 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 The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at December 31, 2022 December 31, 2021 December 31, 2022 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
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) 2022 2021 Leasehold improvements $ 292 $ 272 Equipment 36,200 32,762 Property and equipment, gross 36,492 33,034 Less accumulated depreciation (13,562 ) (3,396 ) Property and equipment, net $ 22,930 $ 29,638 Depreciation expense from continuing operations for the years ended December 31, 2022 2021 December 31, 2022, December 31, 2021 , During the year ended December 31, 2022 During the year ended December 31, 2021, |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, four four four 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 first 2022 May 31, 2022 , no June 30, 2022. The Company performed a second June 30, 2022 May 31, 2022 June 30, 2022 , no June 30, 2022 . During the third 2022 , September 30, 2022 . third 2022 , three September 30, 2022 . 2020. In the fourth 2022, December 31, 2022, 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 The following table reflects the carrying amount of goodwill as of December 31, 2022 2021, 2022 (In thousands) Electric Power Telecommunications Renewables Other Total Balance, December 31, 2021 $ 70,151 $ 23,742 $ 7,006 $ — $ 100,899 Acquisition of Coax Fiber Solutions — 1,530 — — 1,530 Working capital adjustment — 528 — — 528 Impairment (70,151 ) (25,800 ) — — (95,951 ) Balance, December 31, 2022 $ — $ — $ 7,006 $ — $ 7,006 See Note 17 Other intangible assets At December 31, 2022 2021 Finite-lived intangible assets (in thousands) (In years) December 31, 2022 December 31, 2021 Estimated Useful Life (in years) Weighted average remaining amortization period Gross Carrying Amount Accumulated Amortization Impairment Identifiable Intangible Assets, less Accumulated Amortization Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Electric Power Order backlog 1 — 9,186 (9,186 ) — — 9,186 (1,148 ) 8,038 Customer relationships - Front Line 15 13.89 84,012 (6,301 ) — 77,711 84,012 (700 ) 83,312 Total Electric Power 93,198 (15,487 ) — 77,711 93,198 (1,848 ) 91,350 Telecommunications Customer Relationships - GTS 10 8.29 $ 16,075 $ (2,760 ) $ — $ 13,315 $ 16,075 $ (1,152 ) $ 14,923 Customer Relationships - IMMCO 10 8.58 3,800 (547 ) — 3,253 3,800 (158 ) 3,642 Customer Relationships - Full Moon 10 8.82 210 (25 ) — 185 210 (4 ) 206 Technology - Know How 4 2.58 1,459 (519 ) — 940 1,459 (152 ) 1,307 Software - IMMCO 3 1.23 1,126 (519 ) — 607 547 (93 ) 454 Non-compete agreements - GTS 5 3.29 385 (132 ) — 253 385 (55 ) 330 Total Telecommunications 23,055 (4,502 ) — 18,553 22,476 (1,614 ) 20,862 Renewables Customer Relationships 5 — — — (4,323 ) — 8,647 (3,027 ) 5,620 Trade name - Reach Construction Group 1 — 1,878 (1,878 ) — — 1,878 (1,878 ) — Non-compete agreements 5 2.25 3,212 (1,767 ) — 1,445 3,212 (1,124 ) 2,088 Total Renewables 5,090 (3,645 ) (4,323 ) 1,445 13,737 (6,029 ) 7,708 Other category Computer software 3 — 726 (726 ) — — 713 (713 ) — Product certifications 3 — — — — — 36 (36 ) — Total Other category 726 (726 ) — — 749 (749 ) — Total identifiable finite-lived other intangible assets 122,069 (24,360 ) (4,323 ) 97,709 130,160 (10,240 ) 119,920 Identifiable indefinite-lived other intangible assets Electric Power Trade name - Front Line 15,027 — (7,383 ) 7,644 15,027 — 15,027 Telecommunications Trade name - GTS 6,388 — (1,746 ) 4,642 6,388 — 6,388 Trade name - IMMCO 1,162 — (182 ) 980 1,162 — 1,162 Trade name - Full Moon 159 — — 159 159 — 159 Total Telecommunications 7,709 — (1,928 ) 5,781 7,709 — 7,709 Total identifiable indefinite-lived other intangible assets 22,736 — (9,311 ) 13,425 22,736 — 22,736 Total identifiable other intangible assets $ 144,805 $ (24,360 ) $ (13,634 ) $ 111,134 $ 152,896 $ (10,240 ) $ 142,656 Intangible asset amortization by category was as follows: For the Years Ended December 31, (In thousands) 2022 2021 Trade name $ — $ 469 Customer relationships 8,915 3,744 Technology - Know How 368 152 Computer software 427 96 Noncompete agreements 720 697 Order Backlog 8,038 1,148 Intangibles held by discontinued operations — 1,396 Total amortization $ 18,468 $ 7,702 Estimated future amortization by category of finite-lived intangible assets at December 31, 2022 For the Years Ended December 31, 2028 and (In thousands) 2023 2024 2025 2026 2027 thereafter Totals Customer relationships $ 7,609 $ 7,609 $ 7,609 $ 7,609 $ 7,609 $ 56,419 $ 94,464 Technology-Know How 365 365 210 — — — 940 Computer software 466 141 — — — — 607 Non-compete agreements 719 719 238 22 — — 1,698 Total amortization $ 9,159 $ 8,834 $ 8,057 $ 7,631 $ 7,609 $ 56,419 $ 97,709 The Company tests for impairment of Indefinite-lived intangibles in the second may not During the third fourth 2022, Q4 2022. December 31, 2022, |
Note 6 - Instruments and Risk M
Note 6 - Instruments and Risk Management | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 6. The Company has limited involvement with derivative instruments and does not 3 At December 31, 2022 2021 |
Note 7 - Notes Payable
Note 7 - Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 7. NOTES PAYABLE Notes payable is summarized as follows: As of December 31, (In thousands) 2022 2021 Syndicated debt (1) $ 114,725 $ 105,000 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 69,168 86,730 Note payable - financing notes (3) 2,210 1,357 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,480 3,480 Vehicle and equipment loans (5) 2,014 222 Non-recourse payable agreements (6) 10,400 8,269 Notes payable - Institutional investor (7) 60,780 33,922 Prepaid Advance agreement (8) 1,829 — Conditional settlement note payable agreement (9) 2,250 3,000 Full Moon and CFS - loans to prior owners (10) 29 2 Subtotal 266,885 241,982 Unamortized prepaid financing fees and debt discounts (21,649 ) (12,603 ) Total long-term debt 245,236 229,379 Less short term notes and current maturities of long term notes payable (144,708 ) (72,774 ) Notes payable, less current portion $ 100,528 $ 156,605 ( 1 On November 17, 2021, three may June 30, 2022. first 30 November 17, 2026, December 31, 2022 November 2022, first December 31, 2022 2021, ( 2 On November 17, 2021, two one second April 29, 2022 December 30, 2022, May 6, 2022, April 1, 2023 May 31, 2023. December 10, 2021, May 6, 2022 two one April 1, 2023, no April 1, 2023, no 2022, ( 3 The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed two third 2021 fourth 2021, one three 2022. July 2022 one November 2022 two May 2023. ( 4 Includes two one second August 2021, second April 1, 2020 2022, no ( 5 Includes vehicle and equipment loans with interest rates ranging from 0.00% to 9.15%. ( 6 The Company entered into a non-recourse agreement, which was originated in November 2021 first 12 20 no April, 2022, three April 2022, March 31, 2022 three June 2022 first 2023. December 2022, two three October 2023, December 31, 2022 ( 7 On March 23, 2021, August 2022. On May 11, 2021, six 6 December 2022 On December 20, 2021, December 2022 eighteen may 6 December 31, 2022. On June 9, 2022, eighteen may 6 June July 2022. ten December 2022 On August 2, 2022, eighteen 6 October, November December 2022. ten December 2022 On September 29, 2022, eighteen 6 February, March April 2023. ten December 2022 On December 9, 2022, The New Note carries an original issue discount of $350,000 and reimbursement of Investor’s transactional expenses of $50,000, which are included in the initial principal balance of the New Note. The New Note bears interests at nine December 9, 2022. may six 6 December 9, 2022, Subject to certain conditions, as described in the New Agreement, the Investor agreed to fund an additional $5.0 million to us on each of January 15, 2023 February 15, 2023. As a result of the Company not 2022, 2022. ( 8 On August 18, 2022, may may five 5 no December 31, 2022. October 27, 2022, February 2023 October 2022. 3 ( 9 In October 2020, zero two fourth 2021. February 2022, March 31, 2022, December 2022. 2023 April 2023. ( 10 Represents Full Moon Telecom, LLC and Coax Fiber Services opening balance sheet loan to prior Full Moon Telecom, LLC and Coax Fiber Services owners. 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, 2022 Non-recourse payable agreements $ 11,440 $ (1,040 ) $ (160 ) $ (3,440 ) $ 555 $ 7,355 The following table details the maturity of the notes payable for Orbital Infrastructure Group, Inc.: (In thousands) As of December 31, 2022 2023 $ 176,383 2024 24,835 2025 21,318 2026 131,680 2027 138 Less interest portion of payments (109,118 ) Total $ 245,236 |
Note 8 - Line of Credit
Note 8 - Line of Credit | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Working Capital, Line of Credit and Overdraft Facility [Text Block] | 8. On August 19, 2021, November 2022, November 2023. December 31, 2022 zero December 31, 2022. |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 Infrastructure 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, 2022 third two not Additionally, from time to time, we guarantee certain obligations and liabilities of our subsidiaries that may may may third Contingent Liabilities Orbital Infrastructure 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. The Company recently filed and served a federal civil complaint in the United States District Court for the Northern District of Texas – Dallas Division against the former owner of Reach Construction Group LLC (“Reach”). The complaint alleges, among other things, misrepresentations and misconduct committed by the former owner in conjunction with the purchase and sale of Reach to Orbital Infrastructure Group, Inc. Based on the information and evidence contained in the complaint, the Company reasonably believes that it owes no The Company and its subsidiary, OSS, are also involved in a contract dispute with Jingoli Power (“Jingoli”) regarding the Joint Venture between Jingoli and OSS for construction of the Black Bear and Happy - Lightsource BP Projects. The Company contends that Jingoli unjustifiably and without proper authority took over management and control of the two Regarding all lawsuits, claims and proceedings, Orbital Infrastructure Group, Inc. records a reserve when it is probable that a liability has been incurred and the loss can be reasonably estimated. Orbital Infrastructure Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None may Syndicated debt - subscription agreement financial instrument To the extent that the Company issues shares of its common stock at a price less than the current reference price, the Company is obligated to issue additional shares to the syndicated lenders based on formulas included in their subscription agreements. When additional shares are issued to the lenders, the reference price is reset. The reference price was $0.15 at December 31, 2022 . December 31, 2022. 3 December 31, 2022. |
Note 10 - Stockholders' Equity
Note 10 - Stockholders' Equity and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Common Stock Dividend Restrictions As of December 31, 2022 no December 31, 2022 2021 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 April 2022, December 31, 2022. not 3 third fourth 2022, 3 3 Other share issuances The Company has debt with an institutional investor that on occasion has accepted common stock in lieu of scheduled cash payments. In 2022, In 2022, 3 9 Stock Appreciation Rights ("SARS") Through December 31, 2021, December 31, 2021 December 31, 2021. December 31, 2021 The SARS were considered liability-classified awards meaning their fair-values were remeasured at the end of each reporting period using a binomial lattice model and any changes in fair value for the vesting periods to-date were recorded through the income statement with a corresponding liability accrued on the balance sheet. Since December 31, 2021, January 14, 2022 January 14, 2022 December 31, 2021 March 2022 . Month Issued April 2021 Number Issued 3,770,960 Interest Rate 0.34 % Estimated Volatility 156 % Stock Price at Issuance $ 4.17 Years to Maturity 1.5 Grant date Value per Right $ 3.56 The 2021 The SARS were valued using a binomial lattice model. Because the SARS were to be settled in cash, the obligation for them was accounted for as a liability rather than equity. Quarterly, the SARS were revalued and the new value was amortized. Information on the 2021 2021 Weighted average expected term at December 31 (years) 1.55 Total fair value of all awards at December 31 $ 6,979,824 Total fair value of all vested awards at December 31 $ 2,701,802 Total intrinsic value at December 31 $ 1,255,078 Restricted Stock Units In 2022, 2020 2022, four 2022 2021 Number of restricted stock units Weighted-average grant date fair value Non-vested shares, December 31, 2020 — $ — Granted 4,386,107 4.64 Vested (1,367,319 ) 4.76 Forfeited — — Non-vested shares, December 31, 2021 3,018,788 4.58 Granted 6,090,765 1.32 Vested (2,760,687 ) 1.67 Forfeited (2,185,104 ) 5.26 Non-vested shares, December 31, 2022 4,163,762 $ 1.38 The Company recorded $4.6 million of expense related to vested RSUs in 2022 2022. 2021. December 31, 2022 December 31, 2021, December 31, 2022, December 31, 2021. Employee Stock Options and other share-based compensation At the 2020 2020 2021, 2020 2022, December 31, 2022 2020 2008 2009 The purpose of the Orbital Infrastructure Group 2020 The Orbital Infrastructure Group 2020 2020 may 409A 2020 one ● Stock Options and SARs . may not 100% may not five ● Restricted Stock . may 2020 ● RSUs . may may may 2020 ● Other Stock or Cash Based Awards. may may may 2020 The Orbital Infrastructure Group 2020 may 2020 2020 may not may not A summary of the stock options granted to employees and directors and changes during the year are presented below: For the Year Ended December 31, 2022 Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contract Life (years) Aggregate Intrinsic Value ($ '000) Balance at beginning of year 237,985 $ 6.14 1.41 $ — Exercised — — — — Expired (40,098 ) 4.56 — — Balance at end of year 197,887 $ 6.46 0.63 — Exercisable 197,887 $ 6.46 0.63 — As of December 31, 2022 2021 December 31, 2022 2021. no 2022 2021 |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
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 Infrastructure Group. In 2022 2021, 2022 2021, 2021, second third 2022 2021, not |
Note 12 - Accumulated Other Com
Note 12 - Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Foreign currency translation adjustment $ (691 ) $ (3,995 ) Accumulated other comprehensive loss $ (691 ) $ (3,995 ) |
Note 13 - Restructuring and Imp
Note 13 - Restructuring and Impairment Charges | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | 13. Restructuring Charges In September 2022 , not not June 2026. During the fourth 2019, December 31, 2019) fourth 2020. 2020. third 2020 fourth 2020. 2021 Activity in the termination benefit liability in 2021 For the Year ended December 31, CUI-Canada termination benefits (In thousands) 2021 January 1 liability balance $ 371 Severance accrual adjustments — Severance payouts (376 ) Translation 5 December 31 liability balance $ — |
Note 14 - Income Taxes
Note 14 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 Continuing operations $ (277,089 ) $ (60,351 ) Discontinued operations (2,317 ) (12,705 ) Loss before income taxes $ (279,406 ) $ (73,056 ) Loss from continuing operations before taxes consisted of the following: (In thousands) For the Years Ended December 31, 2022 2021 U.S. operations $ (277,904 ) $ (60,351 ) Foreign operations 815 — Loss before income taxes $ (277,089 ) $ (60,351 ) The income tax (benefit) expense allocation for the years ended December 31, 2022 2021 (In thousands) For the Years Ended December 31, 2022 2021 Continuing operations $ 846 $ (10,508 ) Discontinued operations — (1,334 ) Total income tax expense (benefit) $ 846 $ (11,842 ) The income tax (benefit) expense from continuing operations consisted of the following: (In thousands) For the Years Ended December 31, 2022 2021 Current: Federal $ — $ — State and local 129 370 Foreign 1,063 — Total current provision 1,192 370 Deferred: Federal (260 ) (8,714 ) State and local — (2,164 ) Foreign (86 ) — Total deferred (benefit) (346 ) (10,878 ) Total income tax expense (benefit) $ 846 $ (10,508 ) 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, 2022 2021 (In thousands) For the Years Ended December 31, 2022 2021 Computed federal income taxes at the statutory rate (benefit) $ (58,189 ) $ (12,674 ) State taxes (3,764 ) 292 Permanent tax differences 1,662 2,140 Foreign tax rates and tax credits differing from USA 73 — Federal true-ups and carryovers 1,106 — Expired NOL's — 541 Change in valuation allowance 59,958 (807 ) Total income tax (benefit) $ 846 $ (10,508 ) Effective tax rate (0.31 )% 17.41 % 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 December 31, 2022 2021 (In thousands) As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 43,885 $ 23,941 Property and equipment 257 $ — Intangible assets 19,113 — 163(j) interest expense limitation 11,139 — Inventory and accounts receivable reserves 952 1,826 Operating lease obligations 7,175 8,058 Debt related 1,627 — Accrued liabilities 2,530 786 Other 11 4,371 Valuation allowance (77,944 ) (20,129 ) Deferred tax assets after valuation allowance 8,745 18,853 Deferred tax liabilities: Intangible assets — (9,426 ) Property, plant and equipment — (9,588 ) ROU assets (5,825 ) — Accounting method change (2,742 ) — Total deferred tax liabilities (8,567 ) (19,014 ) Net deferred tax asset (liability) $ 178 $ (161 ) The Company adopted the provisions of ASU 2015 17 2015. 2015 17 December 31, 2022 ASC 740 not." not 2022 2021. Net operating loss carryforwards as of the financial statement date are as follows: (in thousands) Amount Expiration Years Net operating losses, federal (post- December 31, 2017) $ 158,811 Do Not Expire Net operating losses, federal (pre-January 1, 2018) 34,110 2027 2038 Net operating losses, state 957 2033 2038 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, Belgium and the United Kingdom. As of December 31, 2022, not no 2019. |
Note 15 - Concentrations
Note 15 - Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 15. During 2022, four 10% 1 2 3 4 2021, two 10% 2 3 The Company’s major product lines in 2022 2021 At December 31, 2022, four 1 2 3 4 December 31, 2021, two 1 2 For the 12 months ended December 31, 2022, no 12 months ended December 31, 2021, one For the years ended December 31, 2022 2021, no As of December 31, 2022 2021, |
Note 16 - Leases
Note 16 - Leases | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Lease Disclosure [Text Block] | 16. Effective January 1, 2019, 842, 840 12 December 31, 2022 not not not not 840 842. The Company rents office space and warehouse space, which it uses for the Corporate Headquarters in Houston, Texas. The Houston Headquarters property lease expired in the second 2022 November 2022 August 2026. December 31, 2022, 2022, 2022. two one April 2027 December 2028. December 31, 2022. The Company sublets office space in Irving, Texas for corporate support services and Orbital Power Inc. office personnel; the lease runs through 2023. 2023. December 31, 2022, 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, 2022, December 31, 2022 $0.4 Gibson Technical Services leases six one December 31, 2022, four one 2023, two 2026, one 2036. Front Line Power Construction rents four three November 2024 one September 2025. December 31, 2022, Orbital Solar Services rents office space in Raleigh, North Carolina and Phoenix, Arizona through February 2024 one Consolidated rental expense on operating leases was $6.7 million and depreciation on financing leases was $5.0 million for the year ended December 31, 2022 December 31, 2022. Future minimum operating lease obligations for continuing operations at December 31, 2022 December 31: (In thousands) 2023 $ 5,565 2024 4,676 2025 3,103 2026 2,584 2027 2,352 Thereafter 1,512 Less interest portion (2,902 ) Total operating lease obligations $ 16,890 Total lease cost and other lease information is as follows: For the Year For the Year Ended Ended December 31, December 31, 2022 2021 (In thousands) Operating lease cost $ 6,487 $ 3,897 Short-term lease cost 83 265 Variable lease cost 666 732 Sublease income (516 ) (501 ) Total lease cost $ 6,720 $ 4,393 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (8,509 ) $ (3,515 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 4,152 $ 13,707 Weighted-average remaining lease term - operating leases (in years) 4.5 4.6 Weighted-average discount rate - operating leases 7.1 % 6.9 % Future minimum finance lease obligations are as follows: (In thousands) 2023 $ 5,977 2024 5,331 2025 1,846 2026 896 2027 48 Thereafter — Less interest portion (1,109 ) Total financing lease obligations $ 12,989 Total financing lease costs are as follows: For the Year For the Year Ended Ended December 31, December 31, 2022 2021 Depreciation of financing lease assets $ 4,958 $ 2,166 Interest on lease liabilities 889 402 Total finance lease cost $ 5,847 $ 2,568 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in financing leases $ (889 ) $ (402 ) Financing cash flows from financing leases $ (5,073 ) $ (1,995 ) Right-of-use assets obtained in exchange for new financing lease obligations $ 1,369 $ 16,868 Weighted-average remaining lease term - financing leases (in years) 2.7 2.9 Weighted-average discount rate - financing leases 6.6 % 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, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 17. See Note 5 2022 Acquisition of Coax Fiber Solutions Effective March 7, 2022 , not 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 31, 2023 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 OIG 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 551 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 7,507 Goodwill 11,114 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 July 28th, 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 The table below summarizes the unaudited condensed pro forma information of the results of operations of Orbital Infrastructure Group, Inc. for the year ended December 31, 2021 2021 January 1, 2020 (Unaudited) For the Years Ended December 31, 2021 Gross revenue $ 158,625 Loss from continuing operations, net of income taxes $ (69,671 ) |
Note 18 - Subsequent Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 18. Shares issued in Q1 2023 In the first 2023, Note Payable Agreement On March 6, 2023, $20.9 $13.8 first 8 March 13, 2023 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 Infrastructure 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., Full Moon Telecom, LLC, and Coax Fiber Solutions, 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. and Orbital Gas Systems, North America, Inc. Intercompany accounts and transactions have been eliminated in consolidation. |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | Variable Interest Entity Orbital Solar Services entered into an agreement in 2021 not 12/31/2022, $ 10.6 Orbital Solar Services, through its controlling interest in OSS-JPOW, has the contractual 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. The VIE has been jointly financed by the Company and JPOW. For the years ended December 31, 2022 2021, |
Company Conditions, Policy [Policy Text Block] | Company Conditions and Sources of Liquidity The Company has experienced net losses, cash outflows from cash used in operating activities and a decline in share value over the past years. As of and for the year ended December 31, 2022, December 31, 2022, not twelve The Company has plans to access additional capital to meet its obligations for the twelve 7 Notes Payable 8 Line of Credit 7 Notes Payable 8 Line of Credit not December 31, 2022, 3 no There can be no not twelve |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations and Sales of Businesses As part of the Company’s stated strategy to transform Orbital Infrastructure 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 2021, December 31, 2021). May 2022 third 2022. December 31, 2022, Selected data for these discontinued businesses consisted of the following: Reconciliation of the Major Classes of Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss 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 loss of discontinued operations 2022 2021 Revenues $ 7,617 $ 19,855 Cost of revenues (6,090 ) (14,193 ) Selling, general and administrative expense (4,130 ) (8,550 ) Depreciation and amortization — (1,638 ) Research and development — (2 ) (Provision) credit for bad debt (18 ) 3 Impairment of assets held for sale — (9,185 ) Gain on extinguishment of PPP loan — 779 Interest expense (13 ) (2 ) Other income 18 228 Pretax loss of discontinued operations related to major classes of pretax loss (2,616 ) (12,705 ) Pretax gain on sale of Orbital U.K. 299 — Total pretax loss on discontinued operations (2,317 ) (12,705 ) Income tax benefit — (1,334 ) Total loss from discontinued operations $ (2,317 ) $ (11,371 ) 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) 2022 2021 Carrying amounts of the major classes of assets included in discontinued operations: 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 1,385 42 Other intangible assets 1,813 1,813 Deposits and other assets — 43 Assets held for sale, noncurrent portion 3,198 1,898 Total assets of the disposal group classified as held for sale $ 3,198 $ 6,679 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ — $ 1,657 Contract liabilities — 1,414 Operating lease obligations, current portion — 76 Accrued expenses — 1,126 Liabilities held for sale, current portion — 4,273 Operating lease obligations, less current portion — 85 Other long-term liabilities — 9 Liabilities held for sale, noncurrent portion — 94 Total liabilities held for sale $ — $ 4,367 The assets and liabilities of the disposal group, which included the U.K. and North America Gas subsidiaries, and certain fixed assets of the Eclipse Foundation Group classified as held for sale are classified as current on the December 31, 2022 December 31, 2021 one Net cash used by operating activities of discontinued operations for 2022 2021 Net cash provided by investing activities of discontinued operations for 2022 2021 zero |
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, 2022 2021 December 31, 2022, 2021 December 31, 2022), December 31, 2022), November 2021, December 31, 2022 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, 2022 2021, December 31, 2022 2021, December 31, 2022 2021, (In thousands) As of December 31, 2022 2021 Cash and cash equivalents at beginning of year $ 26,865 $ 3,046 Restricted cash at beginning of year 1,176 1,478 Cash, cash equivalents and restricted cash at beginning of year $ 28,041 $ 4,524 Cash and cash equivalents at end of year $ 21,489 $ 26,865 Restricted cash at end of year 609 1,176 Cash, cash equivalents and restricted cash at end of year $ 22,098 $ 28,041 |
Financing Receivable [Policy Text Block] | Notes Receivable At December 31, 2021, December 31, 2021 first 2022, |
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, 2022 2021 Activity in the allowance for doubtful accounts for the years ended December 31, 2022 2021 (In thousands) For the Years ended December 31, 2022 2021 Allowance for doubtful accounts, beginning of year $ 1,487 $ 1,172 Bad debt expense (26 ) 346 Deductions (694 ) (31 ) Allowance for doubtful accounts, end of year $ 767 $ 1,487 |
Retainage Receivables [Policy Text Block] | Retainage Receivables At December 31, 2022 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, 2022 2021 (In thousands) As of December 31, 2022 2021 Finished goods $ — $ — Raw materials 1,338 1,316 Work-in-process 353 19 Total inventories $ 1,691 $ 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 two one In 2022, not 2021, December 31, 2021). September 2022 , 13 |
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 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, 2022, four four Annual Test The Company tests for impairment of indefinite-lived intangibles and Goodwill in the second In performing its testing for Goodwill as of May 31, 2022, May 31, 2022, no June 30, 2022. The Company’s qualitative assessment for Indefinite-lived assets at May 31, 2022, 350 30 35 18A 18B. no June 30, 2022. Interim Tests The Company performed a goodwill impairment analysis as of June 30, 2022 May 31, 2022 June 30, 2022, no June 30, 2022. During the third 2022, September 30, 2022. third 2022, three September 30, 2022. third September 30, 2022 During the fourth 2022, December 31, 2022, |
Accrued Expenses [Policy Text Block] | Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not December 31, 2022 December 31, 2021 (In thousands) As of December 31, 2022 2021 Accrued bonding $ 1,920 $ 167 Accrued compensation 5,589 6,369 Working capital adjustment on Front Line Power Construction acquisition 4,592 14,092 Accrued interest 5,885 2,902 Accrued taxes payable 248 102 Accrued subcontractor expenses 11,299 — Accrued union dues 937 870 Accrued vendor invoices and accrued other expenses 8,595 3,799 Total accrued expense $ 39,065 $ 28,301 |
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. December 31, 2022, 3 |
Warrant Liabilities Policy [Policy Text Block] | Warrant liabilities We account for warrants for shares of the Company's common stock that are not not |
Debt, Policy [Policy Text Block] | Loan modifications and gain (losses) on extinguishments From time to time, the Company negotiates modified loan terms. The Company evaluates the discounted future cash flows of the modified loan compared to the discounted future cash flows of the loan using its original terms. If the discounted cash flows of the new loan are more than 10% 10%, no 2022, 7 The Company has debt with an institutional investor that on occasion has accepted common stock in lieu of a scheduled cash payment. Any difference above or below the Nasdaq minimum price is recorded as a gain or loss on extinguishment. In 2022, 7 |
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 2022 2021, 2022 2021, |
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, and Orbital Power Services. 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. 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. For certain types of over time revenue jobs, the Company utilizes the right-to-invoice practical expedient. In these instances, we have a right to invoice the customer for an amount that corresponds directly with the value transferred to the customer for our performance completed to date. When this practical expedient is used, we recognize revenue based on billing and calculate any additional revenue earned that is unbilled at the period end. We have contracts which have payment terms dictated by daily or hourly rates where some contracts may For any job where the customer 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. Our contracts with certain customers may may At times, customers may not 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, 2022 2021 For the Year Ended December 31, 2022 2021 Total contract liabilities - January 1 $ 6,503 $ 4,873 Contract liability additions acquired through acquisition — 100 Contract additions, net 6,710 6,371 Change in provision for Loss 4,179 Contract settlements — (3,140 ) Revenue recognized (7,174 ) (1,701 ) Total contract liabilities - December 31 $ 10,218 $ 6,503 Performance Obligations Remaining Performance Obligations Remaining performance obligations, represents the transaction price of contracts with customers for which work has not December 31, 2022 12 12 December 31, 2022. 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. Two large solar projects have liquidated damages included within their customer contracts. In the event of a delay in the achievement of project milestones, the contracts specify the dollar amount of delay damages owed each day past the agreed upon milestone date. These delay liquidated damages are capped at 15% of the project contract price. During Q4 2022, two two 2022. two March 31, 2023, not 2022, not 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 type of customer: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 148,046 $ 915 $ — $ 148,961 $ 43,120 $ — $ — $ 43,120 Telecommunications 1,792 82,901 — 84,693 479 27,799 — 28,278 Renewables — — 85,766 85,766 — — 11,550 11,550 Other 2,797 — — 2,797 — — — — Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 The following table presents our revenues disaggregated by type of contract: For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 49,487 $ 327 $ — $ 49,814 $ 12,198 $ — $ — $ 12,198 Fixed price contracts 38,712 8,029 85,766 132,507 11,518 5,789 11,550 28,857 Unit price contracts 64,436 75,460 — 139,896 19,883 22,010 — 41,893 Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 |
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 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. The Company recognizes interest and penalties, if any, related to its tax positions in income tax expense. Orbital Infrastructure 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 Australia, Canada, India, Belgium and the United Kingdom. As of December 31, 2022 not no 2019. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share In accordance with FASB Accounting Standards Codification No. 260 260’’ 2022 2021, two December 31, 2022, 2021, 2022 2021. The following table summarizes the number of stock options outstanding: As of December 31, 2022 2021 Options, outstanding 197,887 237,985 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) 2022 2021 Continuing operations: Loss from continuing operations, net of income taxes $ (277,935 ) $ (49,843 ) Discontinued operations: Income from discontinued operations, net of income taxes (2,317 ) (11,371 ) Net loss $ (280,252 ) $ (61,214 ) Basic and diluted weighted average number of shares outstanding 108,313,369 58,348,489 Loss from continuing operations per common share - basic and diluted $ (2.53 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.02 ) (0.19 ) Loss per common share - basic and diluted $ (2.55 ) $ (1.05 ) |
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 2022 2021 |
Segment Reporting, Policy [Policy Text Block] | Segment Reporting Operating segments are defined in accordance with ASC 280 10 four 280 10. three three The Electric Power segment consists of Front Line Power Construction, LLC based in Houston, Texas, Orbital Power Services based in Dallas, Texas, and Eclipse Foundation Group based in Gonzales, Louisiana. The segment provides comprehensive solutions to customers in the electric power industries. Front Line Power, LLC is a Houston-based full-service electrical infrastructure service company that provides construction, maintenance, and emergency response services for customers since 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 o Coax Fiber Solutions, LLC (acquired March 7, 2022 ), 2016, The Renewables segment consists of Orbital Solar Services based in Raleigh, 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, 2022 (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 152,635 $ 83,816 $ 85,766 $ — $ 322,217 Depreciation and amortization (1) 26,911 4,863 2,001 64 33,839 Interest expense 18,158 218 10 19,427 37,813 Loss from operations (88,045 ) (22,112 ) (68,137 ) (9,283 ) (187,577 ) Segment assets (2) 167,245 67,920 18,932 17,474 271,571 Other intangibles assets, net 85,355 24,333 1,446 — 111,134 Goodwill — — 7,006 — 7,006 Expenditures for segment assets (3) 3,167 1,326 19 98 4,610 The following information represents segment activity as of and for the year ended December 31, 2021 (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 43,599 $ 27,799 $ 11,550 $ — $ 82,948 Depreciation and amortization (1) 5,969 2,326 2,931 1,684 12,910 Interest expense 3,129 50 349 4,809 8,337 Income (loss) from operations (13,215 ) 43 (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 273,726 80,800 28,324 28,459 411,309 Other intangibles assets, net 106,377 28,571 7,708 — 142,656 Goodwill 70,151 23,742 7,006 — 100,899 Expenditures for segment assets (3)) 5,905 1,615 118 846 8,484 ( 1 For the year ended December 31, 2021, 2022. December 31, 2022 December 31, 2021 ( 2 Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries and Eclipse Foundation Group fixed assets held for sale. ( 3 Includes purchases of property and equipment and purchases of other intangible assets. The Company's revenues and long-lived assets are primarily located in the U.S. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In September 2022, 2022 04, 405 50 December 15, 2022, December 15, 2023, not In June 2022, 2022 03, 820 2022 03 not 1 2 3 2022 03 December 15, 2023. 2022 03 not On October 28, 2021, 2021 08, 805 606 December 15, 2022. not |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 loss of discontinued operations 2022 2021 Revenues $ 7,617 $ 19,855 Cost of revenues (6,090 ) (14,193 ) Selling, general and administrative expense (4,130 ) (8,550 ) Depreciation and amortization — (1,638 ) Research and development — (2 ) (Provision) credit for bad debt (18 ) 3 Impairment of assets held for sale — (9,185 ) Gain on extinguishment of PPP loan — 779 Interest expense (13 ) (2 ) Other income 18 228 Pretax loss of discontinued operations related to major classes of pretax loss (2,616 ) (12,705 ) Pretax gain on sale of Orbital U.K. 299 — Total pretax loss on discontinued operations (2,317 ) (12,705 ) Income tax benefit — (1,334 ) Total loss from discontinued operations $ (2,317 ) $ (11,371 ) As of December 31, As of December 31, (In thousands) 2022 2021 Carrying amounts of the major classes of assets included in discontinued operations: 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 1,385 42 Other intangible assets 1,813 1,813 Deposits and other assets — 43 Assets held for sale, noncurrent portion 3,198 1,898 Total assets of the disposal group classified as held for sale $ 3,198 $ 6,679 Carrying amounts of the major classes of liabilities included in discontinued operations: Accounts payable $ — $ 1,657 Contract liabilities — 1,414 Operating lease obligations, current portion — 76 Accrued expenses — 1,126 Liabilities held for sale, current portion — 4,273 Operating lease obligations, less current portion — 85 Other long-term liabilities — 9 Liabilities held for sale, noncurrent portion — 94 Total liabilities held for sale $ — $ 4,367 |
Reconciliation of Cash and Cash Equivalents from Balance Sheet to Cash Flow Statement [Table Text Block] | (In thousands) As of December 31, 2022 2021 Cash and cash equivalents at beginning of year $ 26,865 $ 3,046 Restricted cash at beginning of year 1,176 1,478 Cash, cash equivalents and restricted cash at beginning of year $ 28,041 $ 4,524 Cash and cash equivalents at end of year $ 21,489 $ 26,865 Restricted cash at end of year 609 1,176 Cash, cash equivalents and restricted cash at end of year $ 22,098 $ 28,041 |
Accounts Receivable, Allowance for Credit Loss [Table Text Block] | (In thousands) For the Years ended December 31, 2022 2021 Allowance for doubtful accounts, beginning of year $ 1,487 $ 1,172 Bad debt expense (26 ) 346 Deductions (694 ) (31 ) Allowance for doubtful accounts, end of year $ 767 $ 1,487 |
Schedule of Inventory, Current [Table Text Block] | (In thousands) As of December 31, 2022 2021 Finished goods $ — $ — Raw materials 1,338 1,316 Work-in-process 353 19 Total inventories $ 1,691 $ 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 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, 2022 2021 Accrued bonding $ 1,920 $ 167 Accrued compensation 5,589 6,369 Working capital adjustment on Front Line Power Construction acquisition 4,592 14,092 Accrued interest 5,885 2,902 Accrued taxes payable 248 102 Accrued subcontractor expenses 11,299 — Accrued union dues 937 870 Accrued vendor invoices and accrued other expenses 8,595 3,799 Total accrued expense $ 39,065 $ 28,301 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | For the Year Ended December 31, 2022 2021 Total contract liabilities - January 1 $ 6,503 $ 4,873 Contract liability additions acquired through acquisition — 100 Contract additions, net 6,710 6,371 Change in provision for Loss 4,179 Contract settlements — (3,140 ) Revenue recognized (7,174 ) (1,701 ) Total contract liabilities - December 31 $ 10,218 $ 6,503 |
Disaggregation of Revenue [Table Text Block] | For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 148,046 $ 915 $ — $ 148,961 $ 43,120 $ — $ — $ 43,120 Telecommunications 1,792 82,901 — 84,693 479 27,799 — 28,278 Renewables — — 85,766 85,766 — — 11,550 11,550 Other 2,797 — — 2,797 — — — — Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 49,487 $ 327 $ — $ 49,814 $ 12,198 $ — $ — $ 12,198 Fixed price contracts 38,712 8,029 85,766 132,507 11,518 5,789 11,550 28,857 Unit price contracts 64,436 75,460 — 139,896 19,883 22,010 — 41,893 Total revenues $ 152,635 $ 83,816 $ 85,766 $ 322,217 $ 43,599 $ 27,799 $ 11,550 $ 82,948 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, 2022 2021 Options, outstanding 197,887 237,985 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Years Ended December 31, (In thousands, except dollars per share) 2022 2021 Continuing operations: Loss from continuing operations, net of income taxes $ (277,935 ) $ (49,843 ) Discontinued operations: Income from discontinued operations, net of income taxes (2,317 ) (11,371 ) Net loss $ (280,252 ) $ (61,214 ) Basic and diluted weighted average number of shares outstanding 108,313,369 58,348,489 Loss from continuing operations per common share - basic and diluted $ (2.53 ) $ (0.86 ) Earnings from discontinued operations - basic and diluted (0.02 ) (0.19 ) Loss per common share - basic and diluted $ (2.55 ) $ (1.05 ) |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 152,635 $ 83,816 $ 85,766 $ — $ 322,217 Depreciation and amortization (1) 26,911 4,863 2,001 64 33,839 Interest expense 18,158 218 10 19,427 37,813 Loss from operations (88,045 ) (22,112 ) (68,137 ) (9,283 ) (187,577 ) Segment assets (2) 167,245 67,920 18,932 17,474 271,571 Other intangibles assets, net 85,355 24,333 1,446 — 111,134 Goodwill — — 7,006 — 7,006 Expenditures for segment assets (3) 3,167 1,326 19 98 4,610 (In thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 43,599 $ 27,799 $ 11,550 $ — $ 82,948 Depreciation and amortization (1) 5,969 2,326 2,931 1,684 12,910 Interest expense 3,129 50 349 4,809 8,337 Income (loss) from operations (13,215 ) 43 (19,043 ) (20,576 ) (52,791 ) Segment assets (2) 273,726 80,800 28,324 28,459 411,309 Other intangibles assets, net 106,377 28,571 7,708 — 142,656 Goodwill 70,151 23,742 7,006 — 100,899 Expenditures for segment assets (3)) 5,905 1,615 118 846 8,484 |
Note 3 - Investments and Fair_2
Note 3 - Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (In thousands) December 31, 2022 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 570 $ 570 Front Line Power Construction seller financed debt, net of discount — 68,753 — 68,753 Financial instrument liability - related to Syndicated debt — — 536 536 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 43,693 43,693 Prepaid advance agreement — 1,829 — 1,829 Warrant liability — — 1,777 1,777 Total liabilities $ — $ 70,582 $ 46,576 $ 117,158 December 31, 2021 Level 1 Level 2 Level 3 Total Contingent Consideration $ — $ — $ 720 $ 720 Front Line Power Construction seller financed debt, net of discount — 86,183 — 86,183 Financial instrument liability — — 825 825 Total liabilities $ — $ 86,183 $ 1,545 $ 87,728 |
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) Financial Instrument Liability -related to Front Line Power Construction Seller Financed Debt Balance at December 31, 2021 $ — Fair value of financial instrument liability at inception 26,782 Fair value adjustment to financial instrument liability 16,911 Balance at December 31, 2022 $ 43,693 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Contingent Consideration Balance at December 31, 2021 $ 720 Fair value adjustment (150 ) Balance at December 31, 2022 $ 570 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2021 $ 825 Issuance of shares upon exercise and reset of financial instrument (7,667 ) Fair value adjustment to financial instrument liability 7,378 Balance at December 31, 2022 $ 536 Fair Value Measurements Using Significant Unobservable Inputs (Level 3 - recurring basis) (In thousands) Warrant Liability Balance at December 31, 2021 $ — Proceeds from sale of warrants including pre-funded warrants 19,800 Exercise of pre-funded warrants, net of exercise proceeds (6,938 ) Fair value adjustment to warrant liability (11,085 ) Balance at December 31, 2022 $ 1,777 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | At December 31, (In thousands) 2022 2021 Leasehold improvements $ 292 $ 272 Equipment 36,200 32,762 Property and equipment, gross 36,492 33,034 Less accumulated depreciation (13,562 ) (3,396 ) Property and equipment, net $ 22,930 $ 29,638 |
Note 5 - Goodwill and Other I_2
Note 5 - Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | (In thousands) Electric Power Telecommunications Renewables Other Total Balance, December 31, 2021 $ 70,151 $ 23,742 $ 7,006 $ — $ 100,899 Acquisition of Coax Fiber Solutions — 1,530 — — 1,530 Working capital adjustment — 528 — — 528 Impairment (70,151 ) (25,800 ) — — (95,951 ) Balance, December 31, 2022 $ — $ — $ 7,006 $ — $ 7,006 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Finite-lived intangible assets (in thousands) (In years) December 31, 2022 December 31, 2021 Estimated Useful Life (in years) Weighted average remaining amortization period Gross Carrying Amount Accumulated Amortization Impairment Identifiable Intangible Assets, less Accumulated Amortization Gross Carrying Amount Accumulated Amortization Identifiable Intangible Assets, less Accumulated Amortization Electric Power Order backlog 1 — 9,186 (9,186 ) — — 9,186 (1,148 ) 8,038 Customer relationships - Front Line 15 13.89 84,012 (6,301 ) — 77,711 84,012 (700 ) 83,312 Total Electric Power 93,198 (15,487 ) — 77,711 93,198 (1,848 ) 91,350 Telecommunications Customer Relationships - GTS 10 8.29 $ 16,075 $ (2,760 ) $ — $ 13,315 $ 16,075 $ (1,152 ) $ 14,923 Customer Relationships - IMMCO 10 8.58 3,800 (547 ) — 3,253 3,800 (158 ) 3,642 Customer Relationships - Full Moon 10 8.82 210 (25 ) — 185 210 (4 ) 206 Technology - Know How 4 2.58 1,459 (519 ) — 940 1,459 (152 ) 1,307 Software - IMMCO 3 1.23 1,126 (519 ) — 607 547 (93 ) 454 Non-compete agreements - GTS 5 3.29 385 (132 ) — 253 385 (55 ) 330 Total Telecommunications 23,055 (4,502 ) — 18,553 22,476 (1,614 ) 20,862 Renewables Customer Relationships 5 — — — (4,323 ) — 8,647 (3,027 ) 5,620 Trade name - Reach Construction Group 1 — 1,878 (1,878 ) — — 1,878 (1,878 ) — Non-compete agreements 5 2.25 3,212 (1,767 ) — 1,445 3,212 (1,124 ) 2,088 Total Renewables 5,090 (3,645 ) (4,323 ) 1,445 13,737 (6,029 ) 7,708 Other category Computer software 3 — 726 (726 ) — — 713 (713 ) — Product certifications 3 — — — — — 36 (36 ) — Total Other category 726 (726 ) — — 749 (749 ) — Total identifiable finite-lived other intangible assets 122,069 (24,360 ) (4,323 ) 97,709 130,160 (10,240 ) 119,920 Identifiable indefinite-lived other intangible assets Electric Power Trade name - Front Line 15,027 — (7,383 ) 7,644 15,027 — 15,027 Telecommunications Trade name - GTS 6,388 — (1,746 ) 4,642 6,388 — 6,388 Trade name - IMMCO 1,162 — (182 ) 980 1,162 — 1,162 Trade name - Full Moon 159 — — 159 159 — 159 Total Telecommunications 7,709 — (1,928 ) 5,781 7,709 — 7,709 Total identifiable indefinite-lived other intangible assets 22,736 — (9,311 ) 13,425 22,736 — 22,736 Total identifiable other intangible assets $ 144,805 $ (24,360 ) $ (13,634 ) $ 111,134 $ 152,896 $ (10,240 ) $ 142,656 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense [Table Text Block] | For the Years Ended December 31, (In thousands) 2022 2021 Trade name $ — $ 469 Customer relationships 8,915 3,744 Technology - Know How 368 152 Computer software 427 96 Noncompete agreements 720 697 Order Backlog 8,038 1,148 Intangibles held by discontinued operations — 1,396 Total amortization $ 18,468 $ 7,702 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | For the Years Ended December 31, 2028 and (In thousands) 2023 2024 2025 2026 2027 thereafter Totals Customer relationships $ 7,609 $ 7,609 $ 7,609 $ 7,609 $ 7,609 $ 56,419 $ 94,464 Technology-Know How 365 365 210 — — — 940 Computer software 466 141 — — — — 607 Non-compete agreements 719 719 238 22 — — 1,698 Total amortization $ 9,159 $ 8,834 $ 8,057 $ 7,631 $ 7,609 $ 56,419 $ 97,709 |
Note 7 - Notes Payable (Tables)
Note 7 - Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | As of December 31, (In thousands) 2022 2021 Syndicated debt (1) $ 114,725 $ 105,000 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 69,168 86,730 Note payable - financing notes (3) 2,210 1,357 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,480 3,480 Vehicle and equipment loans (5) 2,014 222 Non-recourse payable agreements (6) 10,400 8,269 Notes payable - Institutional investor (7) 60,780 33,922 Prepaid Advance agreement (8) 1,829 — Conditional settlement note payable agreement (9) 2,250 3,000 Full Moon and CFS - loans to prior owners (10) 29 2 Subtotal 266,885 241,982 Unamortized prepaid financing fees and debt discounts (21,649 ) (12,603 ) Total long-term debt 245,236 229,379 Less short term notes and current maturities of long term notes payable (144,708 ) (72,774 ) Notes payable, less current portion $ 100,528 $ 156,605 |
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, 2022 Non-recourse payable agreements $ 11,440 $ (1,040 ) $ (160 ) $ (3,440 ) $ 555 $ 7,355 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | (In thousands) As of December 31, 2022 2023 $ 176,383 2024 24,835 2025 21,318 2026 131,680 2027 138 Less interest portion of payments (109,118 ) Total $ 245,236 |
Note 10 - Stockholders' Equit_2
Note 10 - Stockholders' Equity and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Month Issued April 2021 Number Issued 3,770,960 Interest Rate 0.34 % Estimated Volatility 156 % Stock Price at Issuance $ 4.17 Years to Maturity 1.5 Grant date Value per Right $ 3.56 2021 Weighted average expected term at December 31 (years) 1.55 Total fair value of all awards at December 31 $ 6,979,824 Total fair value of all vested awards at December 31 $ 2,701,802 Total intrinsic value at December 31 $ 1,255,078 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Number of restricted stock units Weighted-average grant date fair value Non-vested shares, December 31, 2020 — $ — Granted 4,386,107 4.64 Vested (1,367,319 ) 4.76 Forfeited — — Non-vested shares, December 31, 2021 3,018,788 4.58 Granted 6,090,765 1.32 Vested (2,760,687 ) 1.67 Forfeited (2,185,104 ) 5.26 Non-vested shares, December 31, 2022 4,163,762 $ 1.38 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | For the Year Ended December 31, 2022 Number of Options Weighted Average Exercise Price ($) Weighted Average Remaining Contract Life (years) Aggregate Intrinsic Value ($ '000) Balance at beginning of year 237,985 $ 6.14 1.41 $ — Exercised — — — — Expired (40,098 ) 4.56 — — Balance at end of year 197,887 $ 6.46 0.63 — Exercisable 197,887 $ 6.46 0.63 — |
Note 12 - Accumulated Other C_2
Note 12 - Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (In thousands) As of December 31, 2022 2021 Foreign currency translation adjustment $ (691 ) $ (3,995 ) Accumulated other comprehensive loss $ (691 ) $ (3,995 ) |
Note 13 - Restructuring and I_2
Note 13 - Restructuring and Impairment Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | For the Year ended December 31, CUI-Canada termination benefits (In thousands) 2021 January 1 liability balance $ 371 Severance accrual adjustments — Severance payouts (376 ) Translation 5 December 31 liability balance $ — |
Note 14 - Income Taxes (Tables)
Note 14 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | (In thousands) For the Years Ended December 31, 2022 2021 Continuing operations $ (277,089 ) $ (60,351 ) Discontinued operations (2,317 ) (12,705 ) Loss before income taxes $ (279,406 ) $ (73,056 ) (In thousands) For the Years Ended December 31, 2022 2021 U.S. operations $ (277,904 ) $ (60,351 ) Foreign operations 815 — Loss before income taxes $ (277,089 ) $ (60,351 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | (In thousands) For the Years Ended December 31, 2022 2021 Continuing operations $ 846 $ (10,508 ) Discontinued operations — (1,334 ) Total income tax expense (benefit) $ 846 $ (11,842 ) (In thousands) For the Years Ended December 31, 2022 2021 Current: Federal $ — $ — State and local 129 370 Foreign 1,063 — Total current provision 1,192 370 Deferred: Federal (260 ) (8,714 ) State and local — (2,164 ) Foreign (86 ) — Total deferred (benefit) (346 ) (10,878 ) Total income tax expense (benefit) $ 846 $ (10,508 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | (In thousands) For the Years Ended December 31, 2022 2021 Computed federal income taxes at the statutory rate (benefit) $ (58,189 ) $ (12,674 ) State taxes (3,764 ) 292 Permanent tax differences 1,662 2,140 Foreign tax rates and tax credits differing from USA 73 — Federal true-ups and carryovers 1,106 — Expired NOL's — 541 Change in valuation allowance 59,958 (807 ) Total income tax (benefit) $ 846 $ (10,508 ) Effective tax rate (0.31 )% 17.41 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | (In thousands) As of December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 43,885 $ 23,941 Property and equipment 257 $ — Intangible assets 19,113 — 163(j) interest expense limitation 11,139 — Inventory and accounts receivable reserves 952 1,826 Operating lease obligations 7,175 8,058 Debt related 1,627 — Accrued liabilities 2,530 786 Other 11 4,371 Valuation allowance (77,944 ) (20,129 ) Deferred tax assets after valuation allowance 8,745 18,853 Deferred tax liabilities: Intangible assets — (9,426 ) Property, plant and equipment — (9,588 ) ROU assets (5,825 ) — Accounting method change (2,742 ) — Total deferred tax liabilities (8,567 ) (19,014 ) Net deferred tax asset (liability) $ 178 $ (161 ) |
Summary of Operating Loss Carryforwards [Table Text Block] | (in thousands) Amount Expiration Years Net operating losses, federal (post- December 31, 2017) $ 158,811 Do Not Expire Net operating losses, federal (pre-January 1, 2018) 34,110 2027 2038 Net operating losses, state 957 2033 2038 |
Note 16 - Leases (Tables)
Note 16 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | (In thousands) 2023 $ 5,565 2024 4,676 2025 3,103 2026 2,584 2027 2,352 Thereafter 1,512 Less interest portion (2,902 ) Total operating lease obligations $ 16,890 |
Lease, Cost and Other Lease Information [Table Text Block] | For the Year For the Year Ended Ended December 31, December 31, 2022 2021 (In thousands) Operating lease cost $ 6,487 $ 3,897 Short-term lease cost 83 265 Variable lease cost 666 732 Sublease income (516 ) (501 ) Total lease cost $ 6,720 $ 4,393 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (8,509 ) $ (3,515 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 4,152 $ 13,707 Weighted-average remaining lease term - operating leases (in years) 4.5 4.6 Weighted-average discount rate - operating leases 7.1 % 6.9 % For the Year For the Year Ended Ended December 31, December 31, 2022 2021 Depreciation of financing lease assets $ 4,958 $ 2,166 Interest on lease liabilities 889 402 Total finance lease cost $ 5,847 $ 2,568 Other information Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in financing leases $ (889 ) $ (402 ) Financing cash flows from financing leases $ (5,073 ) $ (1,995 ) Right-of-use assets obtained in exchange for new financing lease obligations $ 1,369 $ 16,868 Weighted-average remaining lease term - financing leases (in years) 2.7 2.9 Weighted-average discount rate - financing leases 6.6 % 6.5 % |
Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] | (In thousands) 2023 $ 5,977 2024 5,331 2025 1,846 2026 896 2027 48 Thereafter — Less interest portion (1,109 ) Total financing lease obligations $ 12,989 |
Note 17 - Business Combinatio_2
Note 17 - Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 |
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 551 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 7,507 Goodwill 11,114 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 |
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] | (Unaudited) For the Years Ended December 31, 2021 Gross revenue $ 158,625 Loss from continuing operations, net of income taxes $ (69,671 ) |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) shares in Thousands, $ in Thousands, £ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2022 GBP (£) | Dec. 31, 2021 GBP (£) | Nov. 30, 2021 USD ($) | Nov. 17, 2021 USD ($) | Dec. 31, 2020 USD ($) | ||
Assets, Total | $ 412,339 | $ 271,571 | $ 412,339 | |||||||||
Liabilities, Total | 316,073 | 416,307 | 316,073 | |||||||||
Net Income (Loss) Attributable to Parent, Total | (276,187) | (61,253) | ||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest, Total | (4,065) | 39 | ||||||||||
Retained Earnings (Accumulated Deficit), Total | (210,934) | (487,121) | (210,934) | |||||||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent, Total | (277,935) | (49,843) | ||||||||||
Net Cash Provided by (Used in) Operating Activities, Total | (19,625) | (45,676) | ||||||||||
Working Capital | (190,500) | |||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | 26,865 | 21,489 | 26,865 | $ 3,046 | ||||||||
Sale of Equity, Registration, Maximum Value | 65,900 | |||||||||||
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 | 2,600 | 2,300 | |||||||||
Cash and Cash Equivalents in Foreign Accounts | 400 | 300 | 400 | |||||||||
Cash, Foreign Accounts | 2,100 | 1,600 | 2,100 | |||||||||
Restricted Cash, Current | 150 | 123 | 150 | |||||||||
Restricted Cash, Noncurrent | 1,026 | 486 | 1,026 | |||||||||
Notes Receivable, Fair Value Disclosure | 5,000 | 5,000 | ||||||||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Total | 836 | 0 | 836 | |||||||||
Accounts Receivable, Allowance for Credit Loss, Current | 1,500 | 800 | 1,500 | |||||||||
Accounts Receivable, after Allowance for Credit Loss, Total | 1,500 | $ 900 | 1,500 | |||||||||
Number of Operating Segments | 4 | |||||||||||
Share Price, Reduction Percentage | 42% | 42% | ||||||||||
Goodwill, Impairment Loss | $ 95,951 | |||||||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 0 | 9,311 | ||||||||||
Accrued Liabilities, Current, Total | 28,301 | 39,065 | 28,301 | |||||||||
Derivative Liability, Total | 825 | 500 | 825 | $ 900 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | (31,258) | 365 | ||||||||||
Revenue, Remaining Performance Obligation, Amount | $ 164,900 | |||||||||||
Delay Liquidated Damages, Capped, Percent | 15% | 15% | ||||||||||
Liquidated Damages, Contract Price Reduced Amount | $ 17,100 | |||||||||||
Catch-up Adjustment, Revenue Reduced Amount | $ 21,400 | |||||||||||
Number of Reportable Segments | 3 | |||||||||||
Depreciation and Amortization, Discontinued Operations | $ 0 | 1,600 | ||||||||||
Depreciation, Depletion and Amortization, Total | [1] | $ 33,839 | $ 12,910 | |||||||||
Warrant [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 16,200 | 0 | ||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 4,200 | 3,000 | ||||||||||
Loans Payable [Member] | ||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (28,500) | |||||||||||
Trade Names [Member] | ||||||||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 9,300 | |||||||||||
Gibson Technical Services, Inc. [Member] | ||||||||||||
Goodwill, Impairment Loss | 25,800 | |||||||||||
Telecommunications Segment [Member] | ||||||||||||
Goodwill, Impairment Loss | 25,800 | |||||||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 1,928 | |||||||||||
Depreciation, Depletion and Amortization, Total | [1] | 4,863 | $ 2,326 | |||||||||
Telecommunications Segment [Member] | Cost of Sales [Member] | ||||||||||||
Depreciation, Depletion and Amortization, Total | 600 | 400 | ||||||||||
Electric Power Segment [Member] | ||||||||||||
Goodwill, Impairment Loss | 70,151 | |||||||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 7,383 | |||||||||||
Depreciation, Depletion and Amortization, Total | [1] | 26,911 | 5,969 | |||||||||
Electric Power Segment [Member] | Cost of Sales [Member] | ||||||||||||
Depreciation, Depletion and Amortization, Total | 13,200 | 4,000 | ||||||||||
Renewables Segment [Member] | ||||||||||||
Goodwill, Impairment Loss | 0 | |||||||||||
Depreciation, Depletion and Amortization, Total | [1] | 2,001 | 2,931 | |||||||||
Renewables Segment [Member] | Cost of Sales [Member] | ||||||||||||
Depreciation, Depletion and Amortization, Total | 27 | 54 | ||||||||||
Front Line Power Construction, LLC [Member] | ||||||||||||
Goodwill, Impairment Loss | $ 70,200 | |||||||||||
Back Porch International, Inc. [Member] | Note Receivable 2019 [Member] | ||||||||||||
Financing Receivable, after Allowance for Credit Loss, Noncurrent, Total | 3,300 | 3,300 | ||||||||||
Note Receivable, Net, Current | 2,500 | 2,500 | ||||||||||
Front Line Power Seller Notes [Member] | ||||||||||||
Notes Payable, Fair Value Disclosure | 68,800 | |||||||||||
Syndicated Term Note [Member] | ||||||||||||
Notes Payable, Fair Value Disclosure | 97,100 | |||||||||||
Debt Instrument, Face Amount | $ 105,000 | |||||||||||
Seller Financed Notes Payable [Member] | ||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (26,200) | |||||||||||
Debt Paid With Common Stock [Member] | ||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (2,800) | |||||||||||
Orbital Gas Systems Limited [Member] | Discontinued Operations, Disposed of by Sale [Member] | ||||||||||||
Disposal Group, Including Discontinued Operation, Assets Held-for-sale Impairment | 9,200 | |||||||||||
Investment, Expected Net Realizable Value | $ 4,100 | 4,100 | £ 3 | |||||||||
Cash Provided by (Used in) Operating Activities, Discontinued Operations | (600) | (3,200) | ||||||||||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | 1,000 | 0 | ||||||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | 36 | 72 | ||||||||||
Cash and Cash Equivalent, Available for Working Capital and Planned Capital Asset Expenditures [Member] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | 21,500 | |||||||||||
Orbital Solar Services [Member] | ||||||||||||
Net Income (Loss) Attributable to Parent, Total | (54,500) | 100 | ||||||||||
OSS-JPOW [Member] | ||||||||||||
Assets, Total | 10,600 | |||||||||||
Liabilities, Total | $ 68,200 | |||||||||||
CUI Global Inc. [Member] | ||||||||||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 6% | |||||||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 1,500 | $ 600 | ||||||||||
[1]For the year ended December 31, 2021, depreciation and amortization totals included $1.6 million that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment, with no such amounts in 2022. For the year ended December 31, 2022 depreciation and amortization totals included $0.6 million that was classified as cost of revenues in the Telecommunications segment, $13.2 million that was classified as cost of revenues in the Electric Power segment and $27 thousand that was classified as cost of revenue in the Renewables 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 a cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment. |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment of assets held for sale | $ 9,200 | |
Loss from operations of discontinued businesses | (2,317) | $ (12,705) |
Income tax benefit | 0 | (1,334) |
Income from discontinued operations, net of income taxes | (2,317) | (11,371) |
Assets held for sale, current portion | 3,198 | 6,679 |
Liabilities held for sale, current portion | 0 | 4,367 |
Liabilities held for sale, noncurrent portion | 536 | 0 |
Discontinued Operations, Held-for-sale [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 | 228 | |
Pretax loss of discontinued operations related to major classes of pretax loss | (2,616) | (12,705) |
Pretax gain on sale of Orbital U.K. | 299 | 0 |
Loss from operations of discontinued businesses | (2,317) | (12,705) |
Income tax benefit | (1,334) | |
Income from discontinued operations, net of income taxes | (2,317) | (11,371) |
Discontinued Operations, Held-for-sale [Member] | Orbital Gas Systems Limited [Member] | ||
Revenues | 7,617 | |
Cost of revenues | (6,090) | |
Selling, general and administrative expense | (4,130) | |
Depreciation and amortization | 0 | |
Research and development | 0 | |
(Provision) credit for bad debt | (18) | |
Impairment of assets held for sale | 0 | |
Gain on extinguishment of PPP loan | 0 | |
Interest expense | (13) | |
Other income | 18 | |
Income tax benefit | 0 | |
Trade accounts receivables | 0 | |
Inventories | 0 | |
Prepaid expenses and other current assets | 0 | |
Contract assets | 0 | |
Assets held for sale, current portion | 0 | |
Property and equipment | 1,385 | |
Other intangible assets | 1,813 | |
Deposits and other assets | 0 | |
Assets held for sale, noncurrent portion | 3,198 | |
Total assets of the disposal group classified as held for sale | 3,198 | |
Accounts payable | 0 | |
Contract liabilities | 0 | |
Operating lease obligations, current portion | 0 | |
Accrued expenses | 0 | |
Liabilities held for sale, current portion | 0 | |
Operating lease obligations, less current portion | 0 | |
Other long-term liabilities | 0 | |
Liabilities held for sale, noncurrent portion | 0 | |
Total liabilities held for sale | $ 0 | |
Discontinued Operations, Held-for-sale [Member] | Power and Electromechanical Business [Member] | ||
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 | |
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 | |
Liabilities held for sale, current portion | 4,273 | |
Operating lease obligations, less current portion | 85 | |
Other long-term liabilities | 9 | |
Liabilities held for sale, noncurrent portion | 94 | |
Total liabilities held for sale | $ 4,367 |
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, 2022 | Dec. 31, 2021 |
Cash and cash equivalents | $ 26,865 | $ 3,046 |
Restricted cash | 1,176 | 1,478 |
Cash, cash equivalents and restricted cash at beginning of year | 28,041 | 4,524 |
Cash and cash equivalents | 21,489 | 26,865 |
Restricted cash | 609 | 1,176 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF YEAR | $ 22,098 | $ 28,041 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts, beginning of year | $ 1,487 | $ 1,172 |
Provision for bad debt | (26) | 346 |
Deductions | (694) | (31) |
Allowance for doubtful accounts, end of year | $ 767 | $ 1,487 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finished goods | $ 0 | $ 0 |
Raw materials | 1,338 | 1,316 |
Work-in-process | 353 | 19 |
Total inventories | $ 1,691 | $ 1,335 |
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, 2022 | |
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, 2022 | |
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 |
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, 2022 | Dec. 31, 2021 |
Accrued bonding | $ 1,920 | $ 167 |
Accrued compensation | 5,589 | 6,369 |
Working capital adjustment on Front Line Power Construction acquisition | 4,592 | 14,092 |
Accrued interest | 5,885 | 2,902 |
Accrued taxes payable | 248 | 102 |
Accrued subcontractor expenses | 11,299 | 0 |
Accrued union dues | 937 | 870 |
Accrued vendor invoices and accrued other expenses | 8,595 | 3,799 |
Total accrued expense | $ 39,065 | $ 28,301 |
Note 2 - Summary of Signific_11
Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total contract liabilities - beginning of period | $ 6,503 | $ 4,873 |
Contract liability additions acquired through acquisition | 0 | 100 |
Contract additions, net | 6,710 | 6,371 |
Change in provision for Loss | 4,179 | |
Contract settlements | 0 | (3,140) |
Revenue recognized | (7,174) | (1,701) |
Total contract liabilities - end of period | $ 10,218 | $ 6,503 |
Note 2 - Summary of Signific_12
Note 2 - Summary of Significant Accounting Policies - Revenues Disaggregated (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from external customers | $ 322,217 | $ 82,948 |
Time-and-Materials Contract [Member] | ||
Revenues from external customers | 49,814 | 12,198 |
Fixed-Price Contract [Member] | ||
Revenues from external customers | 132,507 | 28,857 |
Unit Price Contract [Member] | ||
Revenues from external customers | 139,896 | 41,893 |
Electric Power Segment [Member] | ||
Revenues from external customers | 152,635 | 43,599 |
Electric Power Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 49,487 | 12,198 |
Electric Power Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 38,712 | 11,518 |
Electric Power Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 64,436 | 19,883 |
Telecommunications Segment [Member] | ||
Revenues from external customers | 83,816 | 27,799 |
Telecommunications Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 327 | 0 |
Telecommunications Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 8,029 | 5,789 |
Telecommunications Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 75,460 | 22,010 |
Renewables Segment [Member] | ||
Revenues from external customers | 85,766 | 11,550 |
Renewables Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 85,766 | 11,550 |
Renewables Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 0 | 0 |
Public Utilities [Member] | ||
Revenues from external customers | 148,961 | 43,120 |
Public Utilities [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 148,046 | 43,120 |
Public Utilities [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 915 | 0 |
Public Utilities [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Telecommunications [Member] | ||
Revenues from external customers | 84,693 | 28,278 |
Telecommunications [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 1,792 | 479 |
Telecommunications [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 82,901 | 27,799 |
Telecommunications [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables [Member] | ||
Revenues from external customers | 85,766 | 11,550 |
Renewables [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables [Member] | Renewables Segment [Member] | ||
Revenues from external customers | 85,766 | 11,550 |
Product and Service, Other [Member] | ||
Revenues from external customers | 2,797 | 0 |
Product and Service, Other [Member] | Electric Power Segment [Member] | ||
Revenues from external customers | 2,797 | 0 |
Product and Service, Other [Member] | Telecommunications Segment [Member] | ||
Revenues from external customers | 0 | 0 |
Product and Service, Other [Member] | Renewables Segment [Member] | ||
Revenues from external customers | $ 0 | $ 0 |
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, 2022 | Dec. 31, 2021 | |
Options, outstanding (in shares) | 197,887 | 237,985 |
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, 2022 | Dec. 31, 2021 | |
Loss from continuing operations, net of income taxes | $ (277,935) | $ (49,843) |
Income from discontinued operations, net of income taxes | (2,317) | (11,371) |
Net loss | $ (280,252) | $ (61,214) |
Basic and diluted weighted average number of shares outstanding (in shares) | 108,313,369 | 58,348,489 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (2.53) | $ (0.86) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.02) | (0.19) |
Loss per common share - basic and diluted (in dollars per share) | $ (2.55) | $ (1.05) |
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, 2022 | Dec. 31, 2021 | ||
Revenues from external customers | $ 322,217 | $ 82,948 | |
Depreciation, Depletion and Amortization, Total | [1] | 33,839 | 12,910 |
Interest expense | 37,813 | 8,337 | |
Loss from operations | (187,577) | (52,791) | |
Segment assets (2) | [2] | 271,571 | 411,309 |
Other intangibles assets, net | 111,134 | 142,656 | |
Goodwill | 7,006 | 100,899 | |
Expenditures for segment assets (3) | [3] | 4,610 | 8,484 |
Electric Power Segment [Member] | |||
Revenues from external customers | 152,635 | 43,599 | |
Depreciation, Depletion and Amortization, Total | [1] | 26,911 | 5,969 |
Interest expense | 18,158 | 3,129 | |
Loss from operations | (88,045) | (13,215) | |
Segment assets (2) | [2] | 167,245 | 273,726 |
Other intangibles assets, net | 85,355 | 106,377 | |
Goodwill | 0 | 70,151 | |
Expenditures for segment assets (3) | [3] | 3,167 | 5,905 |
Telecommunications Segment [Member] | |||
Revenues from external customers | 83,816 | 27,799 | |
Depreciation, Depletion and Amortization, Total | [1] | 4,863 | 2,326 |
Interest expense | 218 | 50 | |
Loss from operations | (22,112) | 43 | |
Segment assets (2) | [2] | 67,920 | 80,800 |
Other intangibles assets, net | 24,333 | 28,571 | |
Goodwill | 0 | 23,742 | |
Expenditures for segment assets (3) | [3] | 1,326 | 1,615 |
Renewables Segment [Member] | |||
Revenues from external customers | 85,766 | 11,550 | |
Depreciation, Depletion and Amortization, Total | [1] | 2,001 | 2,931 |
Interest expense | 10 | 349 | |
Loss from operations | (68,137) | (19,043) | |
Segment assets (2) | [2] | 18,932 | 28,324 |
Other intangibles assets, net | 1,446 | 7,708 | |
Goodwill | 7,006 | 7,006 | |
Expenditures for segment assets (3) | [3] | 19 | 118 |
Other Segments [Member] | |||
Revenues from external customers | 0 | 0 | |
Depreciation, Depletion and Amortization, Total | [1] | 64 | 1,684 |
Interest expense | 19,427 | 4,809 | |
Loss from operations | (9,283) | (20,576) | |
Segment assets (2) | [2] | 17,474 | 28,459 |
Other intangibles assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Expenditures for segment assets (3) | [3] | $ 98 | $ 846 |
[1]For the year ended December 31, 2021, depreciation and amortization totals included $1.6 million that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment, with no such amounts in 2022. For the year ended December 31, 2022 depreciation and amortization totals included $0.6 million that was classified as cost of revenues in the Telecommunications segment, $13.2 million that was classified as cost of revenues in the Electric Power segment and $27 thousand that was classified as cost of revenue in the Renewables 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 a cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment.[2]Other category includes assets held for sale of the discontinued Orbital Gas subsidiaries and Eclipse Foundation Group fixed assets held for sale.[3]Includes purchases of property and equipment and purchases of other intangible assets. |
Note 3 - Investments and Fair_3
Note 3 - Investments and Fair Value Measurements (Details Textual) - USD ($) | 12 Months Ended | ||||||
Apr. 28, 2022 | Nov. 30, 2021 | Nov. 27, 2021 | Nov. 17, 2021 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Combination, Contingent Consideration, Liability, Total | $ 570,000 | $ 720,000 | |||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |||||
Equity Method Investments | $ 1,063,000 | $ 1,063,000 | |||||
Virtual Power Systems [Member] | |||||||
Equity Method Investments | $ 1,100,000 | $ 1,100,000 | |||||
Pre-funded Warrants Under Securities Purchase Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 7,153,847 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 1.30 | ||||||
Class of Warrant or Right, Offering Price (in dollars per share) | $ 1.2999 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0001 | ||||||
Accompanying Warrants with Securities Purchase Agreement [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 16,153,847 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.31 | ||||||
Warrants and Rights Outstanding, Term (Year) | 5 years | ||||||
Stock in Connection With Syndicated Debt [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,690,677 | 24,963,451 | |||||
Stock Issued, Reference Price Per Share (in dollars per share) | $ 2.36 | $ 0.15 | |||||
Securities Purchase Agreement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,000,000 | ||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||
Syndicated Term Note [Member] | |||||||
Debt Instrument, Face Amount | $ 105,000,000 | ||||||
Front Line Power Construction, LLC [Member] | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 17,612,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 150,000 | ||||||
Business Combination, Contingent Consideration, Liability, Total | $ 570,000 | ||||||
Front Line Power Construction, LLC [Member] | Tidal Power [Member] | |||||||
Share Price (in dollars per share) | $ 4 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 28,852,844 | ||||||
Front Line Power Construction, LLC [Member] | Kurt Johnson [Member] | |||||||
Share Price (in dollars per share) | $ 4 | ||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 17,635,228 |
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, 2022 | Dec. 31, 2021 | Nov. 17, 2021 |
Contingent Consideration | $ 570 | $ 720 | |
Warrant liability | 1,777 | 0 | |
Total liabilities | 117,158 | 87,728 | |
Financial instrument liability | 500 | 825 | $ 900 |
Front Line Power Seller Notes [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 68,753 | 86,183 | |
Financial instrument liability - related to Syndicated debt | 68,753 | 86,183 | |
Syndicated Term Note [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 536 | ||
Financial instrument liability - related to Syndicated debt | 536 | ||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 43,693 | ||
Financial instrument liability - related to Syndicated debt | 43,693 | ||
Prepaid Advance Agreement [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 1,829 | ||
Financial instrument liability - related to Syndicated debt | 1,829 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Contingent Consideration | 0 | 0 | |
Warrant liability | 0 | ||
Total liabilities | 0 | 0 | |
Financial instrument liability | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Front Line Power Seller Notes [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | 0 | |
Financial instrument liability - related to Syndicated debt | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Syndicated Term Note [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Prepaid Advance Agreement [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Contingent Consideration | 0 | 0 | |
Warrant liability | 0 | ||
Total liabilities | 70,582 | 86,183 | |
Financial instrument liability | 0 | ||
Fair Value, Inputs, Level 2 [Member] | Front Line Power Seller Notes [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 68,753 | 86,183 | |
Financial instrument liability - related to Syndicated debt | 68,753 | 86,183 | |
Fair Value, Inputs, Level 2 [Member] | Syndicated Term Note [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | 0 | ||
Fair Value, Inputs, Level 2 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | 0 | ||
Fair Value, Inputs, Level 2 [Member] | Prepaid Advance Agreement [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 1,829 | ||
Financial instrument liability - related to Syndicated debt | 1,829 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Contingent Consideration | 570 | 720 | |
Warrant liability | 1,777 | ||
Total liabilities | 46,576 | 1,545 | |
Financial instrument liability | 825 | ||
Fair Value, Inputs, Level 3 [Member] | Front Line Power Seller Notes [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | 0 | |
Financial instrument liability - related to Syndicated debt | 0 | $ 0 | |
Fair Value, Inputs, Level 3 [Member] | Syndicated Term Note [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 536 | ||
Financial instrument liability - related to Syndicated debt | 536 | ||
Fair Value, Inputs, Level 3 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 43,693 | ||
Financial instrument liability - related to Syndicated debt | 43,693 | ||
Fair Value, Inputs, Level 3 [Member] | Prepaid Advance Agreement [Member] | |||
Front Line Power Construction seller financed debt, net of discount | 0 | ||
Financial instrument liability - related to Syndicated debt | $ 0 |
Note 3 - Investments and Fair_5
Note 3 - Investments and Fair Value Measurements - Reconciliation of Changes in Fair Value (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Contingent Consideration Liability [Member] | |
Balance | $ 720 |
Fair value of financial instrument liability at inception | 150 |
Balance | 570 |
Fair value adjustment | (150) |
Warrant Liability [Member] | |
Balance | 0 |
Fair value adjustment to financial instrument liability | (11,085) |
Balance | 1,777 |
Issuance of shares upon exercise and reset of financial instrument | (6,938) |
Proceeds from sale of warrants including pre-funded warrants | 19,800 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | Long-Term Debt [Member] | |
Balance | 0 |
Fair value of financial instrument liability at inception | 26,782 |
Fair value adjustment to financial instrument liability | 16,911 |
Balance | 43,693 |
Fair value adjustment | (26,782) |
Syndicated Term Note [Member] | Long-Term Debt [Member] | |
Balance | 825 |
Fair value of financial instrument liability at inception | (7,378) |
Balance | 536 |
Fair value adjustment | 7,378 |
Issuance of shares upon exercise and reset of financial instrument | $ (7,667) |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Depreciation and Amortization, Continuing Operations | $ 15,400 | $ 5,000 | |
Depreciation, Depletion and Amortization, Total | [1] | 33,839 | 12,910 |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | 154 | 26 | |
Disposed of Property, Plant and Equipment [Member] | |||
Property, Plant and Equipment, Disposals | 2,100 | 200 | |
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | 1,400 | 39 | |
Proceeds From Disposal of Property, Plant and Equipment, Noncash | 600 | 200 | |
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | (49) | 14 | |
Telecommunications Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 4,863 | 2,326 |
Electric Power Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 26,911 | 5,969 |
Renewables Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | [1] | 2,001 | 2,931 |
Cost of Sales [Member] | Telecommunications Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | 600 | 400 | |
Cost of Sales [Member] | Electric Power Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | 13,200 | 4,000 | |
Cost of Sales [Member] | Renewables Segment [Member] | |||
Depreciation, Depletion and Amortization, Total | $ 27 | $ 54 | |
[1]For the year ended December 31, 2021, depreciation and amortization totals included $1.6 million that were classified in income from discontinued operations on the Consolidated Statements of Operations in the Other segment, with no such amounts in 2022. For the year ended December 31, 2022 depreciation and amortization totals included $0.6 million that was classified as cost of revenues in the Telecommunications segment, $13.2 million that was classified as cost of revenues in the Electric Power segment and $27 thousand that was classified as cost of revenue in the Renewables 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 a cost of revenues in the Electric Power segment and $54 thousand that was classified as cost of revenue in the Renewables segment. |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, and equipment | $ 36,492 | $ 33,034 |
Less accumulated depreciation | (13,562) | (3,396) |
Property and equipment, net | 22,930 | 29,638 |
Leasehold Improvements [Member] | ||
Property, and equipment | 292 | 272 |
Equipment [Member] | ||
Property, and equipment | $ 36,200 | $ 32,762 |
Note 5 - Goodwill and Other I_3
Note 5 - Goodwill and Other Intangible Assets (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Number of Operating Segments | 4 | |||||
Number of Reportable Segments | 3 | |||||
Goodwill, Ending Balance | $ 7,006 | $ 100,899 | ||||
Share Price, Reduction Percentage | 42% | 42% | ||||
Goodwill, Impairment Loss | 95,951 | |||||
Impairment of Intangible Assets, Finite-Lived | 4,323 | |||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 0 | 9,311 | ||||
Trade Names [Member] | ||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 9,300 | |||||
Customer Relationships [Member] | ||||||
Impairment of Intangible Assets, Finite-Lived | 4,300 | |||||
Front Line Power Construction, LLC [Member] | ||||||
Goodwill, Impairment Loss | 70,200 | |||||
Gibson Technical Services, Inc. [Member] | ||||||
Goodwill, Impairment Loss | 25,800 | |||||
Orbital Solar Services [Member] | ||||||
Goodwill, Ending Balance | $ 7,000 | |||||
Coax Fiber Solutions (CFS) [Member] | ||||||
Goodwill, Ending Balance | $ 1,500 |
Note 5 - Goodwill and Other I_4
Note 5 - Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Balance | $ 100,899 |
Acquisition of Coax Fiber Solutions | 1,530 |
Working capital adjustment | 528 |
Impairment | (95,951) |
Balance | 7,006 |
Electric Power Segment [Member] | |
Balance | 70,151 |
Acquisition of Coax Fiber Solutions | 0 |
Working capital adjustment | 0 |
Impairment | (70,151) |
Balance | 0 |
Telecommunications Segment [Member] | |
Balance | 23,742 |
Acquisition of Coax Fiber Solutions | 1,530 |
Working capital adjustment | 528 |
Impairment | (25,800) |
Balance | 0 |
Renewables Segment [Member] | |
Balance | 7,006 |
Acquisition of Coax Fiber Solutions | 0 |
Working capital adjustment | 0 |
Impairment | 0 |
Balance | 7,006 |
Other Segments [Member] | |
Balance | 0 |
Acquisition of Coax Fiber Solutions | 0 |
Working capital adjustment | 0 |
Impairment | 0 |
Balance | $ 0 |
Note 5 - Goodwill and Other I_5
Note 5 - Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-lived intangible asset, gross | $ 122,069 | $ 130,160 | |
Finite-lived intangible asset, accumulated amortization | (24,360) | (10,240) | |
Impairment of Intangible Assets, Finite-Lived | (4,323) | ||
Finite-lived intangible asset, net | 97,709 | 119,920 | |
Indefinite-lived Intangible Assets, gross | 22,736 | 22,736 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | $ 0 | (9,311) | |
Indefinite-lived Intangible Assets | 13,425 | 22,736 | |
Total identifiable other intangible assets | 144,805 | 152,896 | |
Impairment of Intangible Assets | (13,634) | ||
Other intangibles assets, net | 111,134 | 142,656 | |
Electric Power Segment [Member] | |||
Finite-lived intangible asset, gross | 93,198 | 93,198 | |
Finite-lived intangible asset, accumulated amortization | (15,487) | (1,848) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | 77,711 | 91,350 | |
Indefinite-lived Intangible Assets, gross | 15,027 | 15,027 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | (7,383) | ||
Trade name - Front Line | 7,644 | 15,027 | |
Other intangibles assets, net | 85,355 | 106,377 | |
Telecommunications Segment [Member] | |||
Finite-lived intangible asset, gross | 23,055 | 22,476 | |
Finite-lived intangible asset, accumulated amortization | (4,502) | (1,614) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | 18,553 | 20,862 | |
Indefinite-lived Intangible Assets, gross | 7,709 | 7,709 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | (1,928) | ||
Indefinite-lived Intangible Assets | 5,781 | 7,709 | |
Other intangibles assets, net | 24,333 | 28,571 | |
Telecommunications Segment [Member] | Trade Name, GTS [Member] | |||
Indefinite-lived Intangible Assets, gross | 6,388 | 6,388 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | (1,746) | ||
Indefinite-lived Intangible Assets | 4,642 | 6,388 | |
Telecommunications Segment [Member] | Trade Name - IMMCO [Member] | |||
Indefinite-lived Intangible Assets, gross | 1,162 | 1,162 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | (182) | ||
Indefinite-lived Intangible Assets | 980 | 1,162 | |
Telecommunications Segment [Member] | Trade Name - Full Moon [Member] | |||
Indefinite-lived Intangible Assets, gross | 159 | 159 | |
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 0 | ||
Indefinite-lived Intangible Assets | 159 | 159 | |
Renewables Segment [Member] | |||
Finite-lived intangible asset, gross | 5,090 | 13,737 | |
Finite-lived intangible asset, accumulated amortization | (3,645) | (6,029) | |
Impairment of Intangible Assets, Finite-Lived | (4,323) | ||
Finite-lived intangible asset, net | 1,445 | 7,708 | |
Other intangibles assets, net | 1,446 | 7,708 | |
Other Segments [Member] | |||
Finite-lived intangible asset, gross | 726 | 749 | |
Finite-lived intangible asset, accumulated amortization | (726) | (749) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | 0 | 0 | |
Other intangibles assets, net | $ 0 | 0 | |
Order or Production Backlog [Member] | |||
Finite-lived intangible asset, useful life (Year) | 1 year | ||
Order or Production Backlog [Member] | Electric Power Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 1 year | ||
Finite-lived intangible asset, gross | $ 9,186 | 9,186 | |
Finite-lived intangible asset, accumulated amortization | (9,186) | (1,148) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 0 | 8,038 | |
Customer Relationships - Front Line Power Construction [Member] | |||
Finite-lived intangible asset, useful life (Year) | 15 years | ||
Customer Relationships - Front Line Power Construction [Member] | Electric Power Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 15 years | ||
Finite-lived intangible asset, gross | $ 84,012 | 84,012 | |
Finite-lived intangible asset, accumulated amortization | (6,301) | (700) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 77,711 | 83,312 | |
Customer Relationships - Front Line Power Construction [Member] | Electric Power Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 13 years 10 months 20 days | ||
Customer Relationships - Gibson Technical Services [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Customer Relationships - Gibson Technical Services [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 16,075 | 16,075 | |
Finite-lived intangible asset, accumulated amortization | (2,760) | (1,152) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 13,315 | 14,923 | |
Customer Relationships - Gibson Technical Services [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 8 years 3 months 14 days | ||
Customer Relationships - IMMCO [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Customer Relationships - IMMCO [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 3,800 | 3,800 | |
Finite-lived intangible asset, accumulated amortization | (547) | (158) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 3,253 | 3,642 | |
Customer Relationships - IMMCO [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 8 years 6 months 29 days | ||
Customer Relationships - Full Moon [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 10 years | ||
Finite-lived intangible asset, gross | $ 210 | 210 | |
Finite-lived intangible asset, accumulated amortization | (25) | (4) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 185 | 206 | |
Customer Relationships - Full Moon [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 8 years 9 months 25 days | ||
Technology - Know How [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, net | $ 940 | ||
Technology - Know How [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 4 years | ||
Finite-lived intangible asset, gross | $ 1,459 | 1,459 | |
Finite-lived intangible asset, accumulated amortization | (519) | (152) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 940 | 1,307 | |
Technology - Know How [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 2 years 6 months 29 days | ||
Software - IMMCO [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 1,126 | 547 | |
Finite-lived intangible asset, accumulated amortization | (519) | (93) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 607 | 454 | |
Software - IMMCO [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 1 year 2 months 23 days | ||
Non-compete Agreements -GTS [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Non-compete Agreements -GTS [Member] | Telecommunications Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Finite-lived intangible asset, gross | $ 385 | 385 | |
Finite-lived intangible asset, accumulated amortization | (132) | (55) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 253 | 330 | |
Non-compete Agreements -GTS [Member] | Telecommunications Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 3 years 3 months 14 days | ||
Customer Relationships [Member] | |||
Impairment of Intangible Assets, Finite-Lived | $ (4,300) | ||
Finite-lived intangible asset, net | $ 94,464 | ||
Customer Relationships [Member] | Renewables Segment [Member] | |||
Finite-lived intangible asset, useful life (Year) | 5 years | ||
Finite-lived intangible asset, gross | $ 0 | 8,647 | |
Finite-lived intangible asset, accumulated amortization | 0 | (3,027) | |
Impairment of Intangible Assets, Finite-Lived | (4,323) | ||
Finite-lived intangible asset, net | $ 0 | 5,620 | |
Trade Names [Member] | Renewables Segment [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) | (1,878) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | 0 | 0 | |
Noncompete Agreements [Member] | |||
Finite-lived intangible asset, net | $ 1,698 | ||
Noncompete Agreements [Member] | Renewables Segment [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 | (1,767) | (1,124) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 1,445 | 2,088 | |
Noncompete Agreements [Member] | Renewables Segment [Member] | Weighted Average [Member] | |||
Remaining amortization period (Year) | 2 years 3 months | ||
Computer Software, Intangible Asset [Member] | |||
Finite-lived intangible asset, net | $ 607 | ||
Computer Software, Intangible Asset [Member] | Other Segments [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 726 | 713 | |
Finite-lived intangible asset, accumulated amortization | (726) | (713) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 0 | 0 | |
Product Certification [Member] | Other Segments [Member] | |||
Finite-lived intangible asset, useful life (Year) | 3 years | ||
Finite-lived intangible asset, gross | $ 0 | 36 | |
Finite-lived intangible asset, accumulated amortization | 0 | (36) | |
Impairment of Intangible Assets, Finite-Lived | 0 | ||
Finite-lived intangible asset, net | $ 0 | $ 0 |
Note 5 - Goodwill and Other I_6
Note 5 - Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible asset amortization | $ 18,468 | $ 7,702 |
Power and Electromechanical Business [Member] | ||
Intangible asset amortization | 0 | 1,396 |
Trade Names [Member] | ||
Intangible asset amortization | 0 | 469 |
Customer Relationships [Member] | ||
Intangible asset amortization | 8,915 | 3,744 |
Technology - Know How [Member] | ||
Intangible asset amortization | 368 | 152 |
Computer Software, Intangible Asset [Member] | ||
Intangible asset amortization | 427 | 96 |
Noncompete Agreements [Member] | ||
Intangible asset amortization | 720 | 697 |
Order or Production Backlog [Member] | ||
Intangible asset amortization | $ 8,038 | $ 1,148 |
Note 5 - Goodwill and Other I_7
Note 5 - Goodwill and Other Intangible Assets - Estimated Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 9,159 | |
2024 | 8,834 | |
2025 | 8,057 | |
2026 | 7,631 | |
2027 | 7,609 | |
2028 and thereafter | 56,419 | |
Finite-lived intangible assets | 97,709 | $ 119,920 |
Customer Relationships [Member] | ||
2023 | 7,609 | |
2024 | 7,609 | |
2025 | 7,609 | |
2026 | 7,609 | |
2027 | 7,609 | |
2028 and thereafter | 56,419 | |
Finite-lived intangible assets | 94,464 | |
Technology - Know How [Member] | ||
2023 | 365 | |
2024 | 365 | |
2025 | 210 | |
2026 | 0 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Finite-lived intangible assets | 940 | |
Computer Software, Intangible Asset [Member] | ||
2023 | 466 | |
2024 | 141 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Finite-lived intangible assets | 607 | |
Noncompete Agreements [Member] | ||
2023 | 719 | |
2024 | 719 | |
2025 | 238 | |
2026 | 22 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Finite-lived intangible assets | $ 1,698 |
Note 6 - Instruments and Risk_2
Note 6 - Instruments and Risk Management (Details Textual) Pure in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
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 ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2022 | Dec. 09, 2022 | Sep. 29, 2022 | Aug. 02, 2022 | Jun. 09, 2022 | May 06, 2022 | Dec. 20, 2021 | Dec. 10, 2021 | Nov. 17, 2021 | May 11, 2021 | Apr. 01, 2020 | Nov. 30, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Feb. 28, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Apr. 30, 2023 | Dec. 31, 2022 | Aug. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 18, 2022 | Jul. 31, 2022 | Oct. 01, 2021 | Sep. 30, 2021 | Mar. 23, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | ||
Payments for Working Capital Adjustment | $ 9,500,000 | $ 0 | |||||||||||||||||||||||||||||||||
Long-term Debt, Total | $ 245,236,000 | $ 245,236,000 | $ 245,236,000 | $ 229,379,000 | 245,236,000 | 229,379,000 | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (31,258,000) | 365,000 | |||||||||||||||||||||||||||||||||
Long-Term Debt, Gross | $ 266,885,000 | $ 266,885,000 | $ 266,885,000 | $ 241,982,000 | $ 266,885,000 | $ 241,982,000 | |||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 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 | ||||||||||||||||||||||||||||||||||
Prior Promissory Note Converted The New Note [Member] | |||||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (1,300,000) | ||||||||||||||||||||||||||||||||||
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, Interest Rate, Stated Percentage | 9% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 19.60% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Syndicated Lenders [Member] | |||||||||||||||||||||||||||||||||||
Payments for Working Capital Adjustment | $ 9,500,000 | ||||||||||||||||||||||||||||||||||
Syndicated Term Note [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 105,000,000 | ||||||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [1] | $ 114,725,000 | $ 114,725,000 | $ 114,725,000 | $ 105,000,000 | $ 114,725,000 | $ 105,000,000 | ||||||||||||||||||||||||||||
Syndicated Term Note [Member] | Syndicated Lenders [Member] | |||||||||||||||||||||||||||||||||||
Paid-in-kind Amount | 10,500,000 | ||||||||||||||||||||||||||||||||||
Interest Payable | 1,000,000 | ||||||||||||||||||||||||||||||||||
Paid-in-Kind Interest | 10,500,000 | ||||||||||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 34,256,000 | ||||||||||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 51,384,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 20,000,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | |||||||||||||||||||||||||||||||||
Payments for Additional Consideration | $ 28,852,844 | ||||||||||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | Scenario, Plan [Member] | |||||||||||||||||||||||||||||||||||
Repayments of Debt | 15,000,000 | ||||||||||||||||||||||||||||||||||
Unsecured Promissory Note With Kurt A Johnson 2 [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,090,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||||||||||||||||||||||||
Reduction in Stock Shares in Exchange for Debt (in shares) | 400,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 4 | $ 4 | |||||||||||||||||||||||||||||||||
Payments for Additional Consideration | $ 17,635,228 | ||||||||||||||||||||||||||||||||||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||||||||||||||||||||||||||||||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ (26,200,000) | ||||||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [2] | 69,168,000 | 69,168,000 | 69,168,000 | 86,730,000 | 69,168,000 | 86,730,000 | ||||||||||||||||||||||||||||
Seller Financed Notes Payable, One [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 1,000,000 | ||||||||||||||||||||||||||||||||||
Long-term Debt, Total | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
August 2021 Seller-financed Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | ||||||||||||||||||||||||||||||||||
Estimated Market Interest Rate on Which Debt Instrument is Based | 10% | ||||||||||||||||||||||||||||||||||
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] | $ 2,014,000 | $ 2,014,000 | $ 2,014,000 | 222,000 | $ 2,014,000 | 222,000 | ||||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | 0% | 0% | 0% | |||||||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.15% | 9.15% | 9.15% | 9.15% | |||||||||||||||||||||||||||||||
Refinanced Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,400,000 | $ 11,400,000 | $ 11,400,000 | $ 11,400,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 260,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 3,600,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 94% | 94% | 94% | 94% | |||||||||||||||||||||||||||||||
Non-Recourse Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,440,000 | $ 11,440,000 | $ 11,440,000 | $ 11,440,000 | |||||||||||||||||||||||||||||||
Long-term Debt, Total | 7,355,000 | 7,355,000 | 7,355,000 | 7,355,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 3,440,000 | 3,440,000 | 3,440,000 | 3,440,000 | |||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [4] | 10,400,000 | 10,400,000 | 10,400,000 | 8,269,000 | 10,400,000 | 8,269,000 | ||||||||||||||||||||||||||||
The Investor Note [Member] | |||||||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [5] | 60,780,000 | 60,780,000 | 60,780,000 | 33,922,000 | 60,780,000 | 33,922,000 | ||||||||||||||||||||||||||||
Unsecured Investor Note [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 8,600,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 800,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.40% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 600,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Required Monthly Payments Under Clause | 4,000,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Failure to Pay, Percentage Increase to Principal | 10% | ||||||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | 36,700,000 | ||||||||||||||||||||||||||||||||||
Unsecured Investor Note 2 [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,400,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 16.50% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 400,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Required Monthly Payments Under Clause | $ 4,000,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Failure to Pay, Percentage Increase to Principal | 10% | ||||||||||||||||||||||||||||||||||
Forbearance and Investment Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 42,100,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 2,500,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 350,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Additional Funds | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 50,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Prepaid Option, Percentage Paid on Elected Prepaid Amount. | 115% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Failure to Pay, Amount Increase to Principal | 8,000,000 | ||||||||||||||||||||||||||||||||||
Prepaid Advance Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 150,000 | 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [6] | $ 1,829,000 | 1,829,000 | $ 1,829,000 | 0 | $ 1,829,000 | $ 0 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||||||||
Pre-paid Advance Offset by Issuance of Common Stock, Price per Share above the Market Price (in dollars per share) | $ 0.01 | ||||||||||||||||||||||||||||||||||
Pre-paid Advance Offset by Issuance of Common Stock, Percentage of the Lowest Daily Volume Weighted Average Price of Our Common Stock | 96% | ||||||||||||||||||||||||||||||||||
Prepaid Advance Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Share Price (in dollars per share) | $ 0.20 | ||||||||||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | ||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 150,000 | $ 350,000 | $ 150,000 | $ 500,000 | |||||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,500,000 | ||||||||||||||||||||||||||||||||||
Long-Term Debt, Without Interest, Total | 2,600,000 | ||||||||||||||||||||||||||||||||||
Long Term Debt, With Interest, Amount | $ 900,000 | ||||||||||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | Forecast [Member] | |||||||||||||||||||||||||||||||||||
Repayments of Debt | $ 1,500,000 | ||||||||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Final Prepayment Premium, Percentage | 1% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 17.15% | 17.15% | 17.15% | 17.15% | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 23.20% | 23.20% | 23.20% | 23.20% | |||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 700,000 | $ 3,300,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.28% | 3.28% | |||||||||||||||||||||||||||||||||
First Insurance Funding [Member] | First Insurance Funding [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,700,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3% | 3% | |||||||||||||||||||||||||||||||||
First Insurance Funding [Member] | Second Insurance Funding [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 54,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.35% | ||||||||||||||||||||||||||||||||||
First Insurance Funding [Member] | Third Insurance Funding [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.35% | 4.35% | |||||||||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable Two [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 20,200,000 | 9,500,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | 384,000 | ||||||||||||||||||||||||||||||||||
Repayments of Debt | 4,200,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 2,600,000 | ||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,300,000 | $ 6,900,000 | |||||||||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 88% | 89% | |||||||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (500,000) | $ (100,000) | $ (400,000) | ||||||||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable Two [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 182 days | ||||||||||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable Two [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 336 days | ||||||||||||||||||||||||||||||||||
C6 Capital [Member] | Future Revenue Payable One [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 148,000 | ||||||||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 19.60% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 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, Stated Percentage | 9% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 11.80% | 16.30% | 11.80% | 11.80% | 11.80% | ||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,100,000 | ||||||||||||||||||||||||||||||||||
Long-Term Debt, Gross | $ 17,200,000 | $ 17,200,000 | $ 17,200,000 | $ 17,200,000 | |||||||||||||||||||||||||||||||
Streeterville Capital, LLC [Member] | The Fifth 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% | ||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.40% | 16.40% | 14.40% | 14.40% | 14.40% | ||||||||||||||||||||||||||||||
Debt Instrument, Term (Month) | 18 months | ||||||||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 700,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Required Monthly Payments Under Clause | $ 4,000,000 | ||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Failure to Pay, Percentage Increase to Principal | 10% | ||||||||||||||||||||||||||||||||||
Yorkville [Member] | Prepaid Advance Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Prepaid Advances Limitation, Outstanding | $ 5,000,000 | ||||||||||||||||||||||||||||||||||
Yorkville [Member] | Prepaid Advance Agreement [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Maximum Prepaid Advances | 5,000,000 | ||||||||||||||||||||||||||||||||||
Yorkville [Member] | Prepaid Advance Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument, Maximum Prepaid Advances | $ 50,000,000 | ||||||||||||||||||||||||||||||||||
[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, and commenced 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. The interest rate on the term notes at December 31, 2022 was 17.15% with an effective rate of 23.2%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At December 31, 2022 and 2021, the Company was in compliance with all debt covenants.[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 interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. 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. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications.[3]Includes vehicle and equipment loans with interest rates ranging from 0.00% to 9.15%.[4]The Company entered into a non-recourse agreement, which 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 made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate. In April, 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took our three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts are being amortized at a 94% effective interest rate. The combined carrying value of the agreements net of the approximately $3.0 million of original issue discounts at December 31, 2022 was $7.4 million.[5]On March 23, 2021, the Company completed a note payable agreement with an 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%, and an original issue discount of $1.0 million. This note was paid off in August 2022. On May 11, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0% per annum, and estimated effective interest rate of 19.6% at inception, and a combined original issue discount and unamortized prepaid fees of $1.0 million and a carrying value of $5.3 million at September 30, 2022. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. Beginning six (6) months from the purchase price date, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) subject to the maximum monthly redemption amount of $1 million per calendar month, by providing Company with a “Redemption Notice." This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 20, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $16.1 million, an original issue discount of $1.1 million, and a stated interest rate of 9.0%. The original issue discount has been amortized to interest expense starting with an estimated effective interest rate of 16.3%, which was later adjusted to 11.8% as of December 2022 due to changes in timing of payments. 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 $17.2 million at December 31, 2022. The Company has not made any payments on this note as of December 31, 2022. On June 9, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, which was later adjusted to 14.4% due to changes in timing of payments and an original issue discount of $0.7 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.0 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of June and July 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On August 2, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $8.6 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, and an original issue discount of $0.6 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.8 million per month beginning 6 months after initial issuance. This note also included a debt reduction clause whereby the Company had agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of October, November and December 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On September 29, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $5.4 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.5%, and an original issue discount of $0.4 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.5 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of February, March and April 2023. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with an institutional investor and its successors and/or assigns, an institutional accredited investor pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million (the “New Note”). The New Note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company. As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million. The New Note carries an original issue discount of $350,000 and reimbursement of Investor’s transactional expenses of $50,000, which are included in the initial principal balance of the New Note. The New Note bears interests at nine percent (9%) per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the New Note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months after December 9, 2022, the Investor has the right to redeem up to $2,500,000 per month of amounts due under the New Note, as more fully described in the New Note. Subject to certain conditions, as described in the New Agreement, the Investor agreed to fund an additional $5.0 million to us on each of January 15, 2023 and February 15, 2023. As a result of the Company not meeting its debt reduction requirements in various months during 2022, the Company recorded a total of $8.0 million of liquidated damages in 2022.[6]On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre- Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $0.20 per share. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The debt had an original issue discount of $150 thousand and debt's carrying value was $4.7 million at September 30, 2022. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022. See note 12 for fair value information on this prepaid advance agreement. |
Note 7 - Notes Payable - Summar
Note 7 - Notes Payable - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Long-term Debt, gross | $ 266,885 | $ 241,982 | |
Unamortized prepaid financing fees and debt discounts | (21,649) | (12,603) | |
Total long-term debt | 245,236 | 229,379 | |
Less short term notes and current maturities of long term notes payable | (144,708) | (72,774) | |
Notes payable, less current portion | 100,528 | 156,605 | |
Syndicated Term Note [Member] | |||
Long-term Debt, gross | [1] | 114,725 | 105,000 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Long-term Debt, gross | [2] | 69,168 | 86,730 |
Financing Note [Member] | |||
Long-term Debt, gross | [3] | 2,210 | 1,357 |
Seller Financed Notes Payable - Reach Construction Acquisition [Member] | |||
Long-term Debt, gross | [4] | 3,480 | 3,480 |
Vehicle and Equipment loans [Member] | |||
Long-term Debt, gross | [5] | 2,014 | 222 |
Non-Recourse Payable Agreement [Member] | |||
Long-term Debt, gross | [6] | 10,400 | 8,269 |
Total long-term debt | 7,355 | ||
The Investor Note [Member] | |||
Long-term Debt, gross | [7] | 60,780 | 33,922 |
Prepaid Advance Agreement [Member] | |||
Long-term Debt, gross | [8] | 1,829 | 0 |
Conditional Settlement Note Payable [Member] | |||
Long-term Debt, gross | [9] | 2,250 | 3,000 |
Full Moon - Loan to Prior Owner [Member] | |||
Long-term Debt, gross | [10] | $ 29 | $ 2 |
[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, and commenced 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. The interest rate on the term notes at December 31, 2022 was 17.15% with an effective rate of 23.2%. In November 2022, The Company resolved a dispute with the Syndicated lenders whereby the Syndicated lenders deemed the Company to be in default of its credit agreement due to the Company using proceeds from Front Line Power's operations to pay down $9.5 million of the Company's working capital adjustment with the sellers of Front Line Power. As part of a consent agreement with the lenders, the Company agreed to pay the lenders in a paid-in-kind amount of $10.5 million, which was added to the Syndicated debt balance and included $1.0 million of interest calculated from the date of the first intercompany advance that the Company made. The $10.5 million was added to the original issue discount and will be amortized to interest expense over the life of the loan. At December 31, 2022 and 2021, the Company was in compliance with all debt covenants.[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 interest at a rate of 6% per annum and as modified on April 29, 2022 and December 30, 2022, $20 million was paid on May 6, 2022, $15 million is due on or before April 1, 2023 and the remaining balance is due on May 31, 2023. 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. This note was paid off as part of the May 6, 2022 payment. Additionally in amendments to the note, the Company also agreed to reduce the restriction period under the Tidal Lockup letter from two years to one year and to the extent that if the value of the shares previously issued to Tidal Power were less than $4.00 per share upon expiration of the restriction period ending April 1, 2023, the Company has agreed to pay additional consideration to Tidal Power so that the value of Tidal Power's shares are equal to no less than $28,852,844. For the Johnson lockup letter, the Company agreed to pay additional consideration to Mr. Johnson upon expiration of the restriction period ending April 1, 2023, so that the value of his stock consideration is no less than $17,635,228, which is equal to $4.00 per common share. Any shortfall would be made up by issuing Mr. Johnson additional common shares. In 2022, the Company recorded a $26.2 million loss on extinguishment related to these loan modifications.[3]The Company executes notes payable with First Insurance Funding for the purposes of financing a portion of the Company's insurance coverage. The Company executed two 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 of 2021, the Company executed one additional notes payable for $0.5 million at an interest rate of 4.35%. These three notes payable were paid off in 2022. The Company executed a note payable in July 2022 for $3.3 million and one in November 2022 for $0.7 million both at 3.28% interest. These two notes are scheduled to mature in May 2023.[4]Includes two seller-financed notes payable, one for $5 million and the second for $1.5 million. In August 2021, the $5 million note was amended from its original 18-month term; 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 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 an original issue discount of $48 thousand. 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. In 2022, the Company filed and served a Federal Civil Complaint asserting various causes-of-action against the holder of the note, including misrepresentations made during the course of negotiating this transaction. Based on that complaint, the evidence contained therein, and the conduct described, the Company reasonably believes that it owes no additional compensation as a result of this transaction.[5]Includes vehicle and equipment loans with interest rates ranging from 0.00% to 9.15%.[6]The Company entered into a non-recourse agreement, which 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 made weekly payments of $148 thousand and for the final 20 weeks, the Company was to make payments of $384 thousand. The agreement had no stated interest rate, but the discount and loan origination fees were being amortized based on an 89% interest rate. In April, 2022, the Company took out three non-recourse agreements for the sale of future revenues in the combined amount of $20.2 million. The Company received approximately $13.3 million after the deduction of an original issue discount and upfront fees. In April 2022, the Company used part of the proceeds from these non-recourse agreements to pay off the non-recourse note of $4.2 million that was on the balance sheet as of March 31, 2022 and recorded a loss on extinguishment of $0.4 million. The loans vary in length from 26 to 48 weeks. The Company paid off the smallest of the three notes in June 2022 and recorded a loss on extinguishment of $0.1 million. Discounts on the remaining agreements were being amortized based on an effective interest rate of 88% and were scheduled to mature in the first quarter of 2023. In December 2022, The Company refinanced the remaining two agreements and recorded a loss on extinguishment of $0.5 million. As part of the refinancing, the Company took our three new agreements with a combined face amount of $11.4 million, which included combined original issue discounts of $3.6 million. Payments are $260 thousand per week until the agreements mature in October 2023, and the discounts are being amortized at a 94% effective interest rate. The combined carrying value of the agreements net of the approximately $3.0 million of original issue discounts at December 31, 2022 was $7.4 million.[7]On March 23, 2021, the Company completed a note payable agreement with an 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%, and an original issue discount of $1.0 million. This note was paid off in August 2022. On May 11, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0% per annum, and estimated effective interest rate of 19.6% at inception, and a combined original issue discount and unamortized prepaid fees of $1.0 million and a carrying value of $5.3 million at September 30, 2022. The net proceeds were to be used for working capital, future acquisitions and general corporate purposes. Beginning six (6) months from the purchase price date, investor has the right, in its sole and absolute discretion, to redeem all or any portion of the Note (such amount, the “Redemption Amount”) subject to the maximum monthly redemption amount of $1 million per calendar month, by providing Company with a “Redemption Notice." This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 20, 2021, the Company completed a note payable agreement with the institutional investor with a face amount of $16.1 million, an original issue discount of $1.1 million, and a stated interest rate of 9.0%. The original issue discount has been amortized to interest expense starting with an estimated effective interest rate of 16.3%, which was later adjusted to 11.8% as of December 2022 due to changes in timing of payments. 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 $17.2 million at December 31, 2022. The Company has not made any payments on this note as of December 31, 2022. On June 9, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $10.7 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, which was later adjusted to 14.4% due to changes in timing of payments and an original issue discount of $0.7 million. The note payable is payable within eighteen (18) months after the purchase date and the creditor may request payment of up to $1.0 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of June and July 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On August 2, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $8.6 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.4%, and an original issue discount of $0.6 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.8 million per month beginning 6 months after initial issuance. This note also included a debt reduction clause whereby the Company had agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of October, November and December 2022. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On September 29, 2022, the Company completed a note payable agreement with the institutional investor with a face amount of $5.4 million, a stated interest rate of 9.0%, an estimated effective interest rate of 16.5%, and an original issue discount of $0.4 million. The note payable was payable within eighteen (18) months after the purchase date and the creditor could request payment of up to $0.5 million per month beginning 6 months after initial issuance. This note also includes a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $4 million for each of the months of February, March and April 2023. If the Company failed to make the required payments, the Lender’s sole and exclusive remedy was to require as liquidated damages, a ten percent (10%) increase to the outstanding balance for such month on this note. This note was refinanced in December 2022 as part of a forbearance and investment agreement with the investor - see description below. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with an institutional investor and its successors and/or assigns, an institutional accredited investor pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million (the “New Note”). The New Note reflects the cancellation of $36.7 million of obligations under certain prior promissory notes issued to the institutional investor and $5,000,000 of additional funds made available to the Company. As part of the cancellation of the former debt, the Company recorded a loss on extinguishment of $1.3 million. The New Note carries an original issue discount of $350,000 and reimbursement of Investor’s transactional expenses of $50,000, which are included in the initial principal balance of the New Note. The New Note bears interests at nine percent (9%) per annum and has a maturity date of 18 months after its issuance date of December 9, 2022. We may prepay all or a portion of the outstanding obligations under the New Note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months after December 9, 2022, the Investor has the right to redeem up to $2,500,000 per month of amounts due under the New Note, as more fully described in the New Note. Subject to certain conditions, as described in the New Agreement, the Investor agreed to fund an additional $5.0 million to us on each of January 15, 2023 and February 15, 2023. As a result of the Company not meeting its debt reduction requirements in various months during 2022, the Company recorded a total of $8.0 million of liquidated damages in 2022.[8]On August 18, 2022, the Company entered into a Prepaid Advance Agreement (the “PPA”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). In accordance with the terms of the PPA, the Company may request advances of up to $5.0 million from Yorkville (or such greater amount that the parties may mutually agree) (the “Pre-Paid Advance”), with a limitation on outstanding Pre-Paid Advances of $5.0 million and an aggregate limitation on the Pre-Paid Advances of $50.0 million. Each such Pre- Paid Advance will be offset upon the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”) to Yorkville at a price per share equal to the lower of: (a) a price per share equal to $0.01 above the market price on The Nasdaq Global Select Market (“Nasdaq”) as of the trading day immediately prior to the date of each closing (the “Fixed Price”), or (b) 96% of the lowest daily volume weighted average price of our Common Stock on Nasdaq during the five (5) trading days prior to each conversion date (the “Market Price” and the lower of the Fixed Price and the Market Price shall be referred to as the “Purchase Price”); however, in no event shall the Purchase Price be less than $0.20 per share. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The debt had an original issue discount of $150 thousand and debt's carrying value was $4.7 million at September 30, 2022. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022. See note 12 for fair value information on this prepaid advance agreement.[9]In October 2020, the Company entered into a conditional settlement agreement with a subcontractor as amended to make payments of $3.5 million, of which $2.6 million is at zero interest, $0.9 million is at 5% interest and the total term of the agreement as amended to be two and a half years. The Company made a $0.5 million payment in the fourth quarter of 2021. The Company made a $150,000 payment in February 2022, a $350,000 payment on March 31, 2022, and a $150,000 payment in December 2022. The Company is scheduled to make the final payments on the note in 2023 with the final payment of $1.5 million along with any accrued interest in April 2023.[10]Represents Full Moon Telecom, LLC opening balance sheet loan to prior Full Moon Telecom, LLC owner. |
Note 7 - Notes Payable - Sale o
Note 7 - Notes Payable - Sale of Future Receipts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-recourse payable agreements, amortization of discounts | $ 11,037 | $ 3,392 |
Total long-term debt | 245,236 | $ 229,379 |
Non-Recourse Payable Agreement [Member] | ||
Debt | 11,440 | |
Non-recourse payable agreements, repayments | (1,040) | |
Non-recourse payable agreements, fees | (160) | |
Non-recourse agreement, discounts | (3,440) | |
Non-recourse payable agreements, amortization of discounts | 555 | |
Total long-term debt | $ 7,355 |
Note 7 - Notes Payable - Maturi
Note 7 - Notes Payable - Maturity of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
2023 | $ 176,383 | |
2024 | 24,835 | |
2025 | 21,318 | |
2026 | 131,680 | |
2027 | 138 | |
Less interest portion of payments | (109,118) | |
Total | $ 245,236 | $ 229,379 |
Note 8 - Line of Credit (Detail
Note 8 - Line of Credit (Details Textual) - GTS Subsidiary [Member] - Line of Credit [Member] - USD ($) $ in Thousands | Aug. 19, 2021 | Dec. 31, 2022 |
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000 | |
Long-Term Line of Credit, Total | $ 4,000 | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 0 | |
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) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2022 | Nov. 30, 2021 |
Performance and Payment Bonds Outstanding Amount | $ 16,400 | |
Syndicated Term Note [Member] | ||
Debt Instrument, Fair Value Disclosure, Total | $ 536 | |
Stock in Connection With Syndicated Debt [Member] | ||
Stock Issued, Reference Price Per Share (in dollars per share) | $ 0.15 | $ 2.36 |
Orbital Solar Services [Member] | ||
Performance and Payment Bonds, Remaining Cost to Complete Jobs | $ 16,000 | |
Front Line Power Construction, LLC [Member] | ||
Performance and Payment Bonds Outstanding Amount | $ 400 |
Note 10 - Stockholders' Equit_3
Note 10 - Stockholders' Equity and Stock-based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 28, 2022 | Nov. 30, 2021 | Jul. 31, 2021 | Jan. 31, 2021 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Apr. 30, 2021 | Dec. 31, 2020 | |
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 Issued During Period, Value, New Issues | $ 3,955,000 | $ 78,046,000 | ||||||||
Gain (Loss) on Extinguishment of Debt, Total | (31,258,000) | $ 365,000 | ||||||||
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 | |||||||||
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 Additional Shares Authorized (in shares) | 5,000,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 3,039,900 | |||||||||
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 (Year) | 1 year | |||||||||
Stock Appreciation Rights (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 | |||||||||
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 | |||||||||
Accrued Cash Settled Stock Based Payments | $ 2,100,000 | |||||||||
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) | $ 2.89 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 4,163,762 | 3,018,788 | 0 | |||||||
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) | $ 1.38 | $ 4.58 | $ 0 | |||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 3,800,000 | $ 9,700,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 6,090,765 | 4,386,107 | ||||||||
Share-Based Payment Arrangement, Expense | $ 4,600,000 | $ 10,600,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Amount | 5,400,000 | |||||||||
Share-Based Payment Arrangement, Expense, Credit | $ (800,000) | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms (Year) | 1 year 11 months 15 days | 1 year 9 months 18 days | ||||||||
Restricted Stock Units (RSUs) [Member] | Vested Immediately [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 823,883 | |||||||||
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% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 5 years | |||||||||
Common Shares Issued For Debt With Institutional Investor [Member] | ||||||||||
Conversion of Stock, Shares Issued (in shares) | 20,297,993 | |||||||||
Conversion of Stock, Amount Converted | $ 15,900,000 | |||||||||
Gain (Loss) on Extinguishment of Debt, Total | (2,800,000) | |||||||||
Pre-funded Warrants Under Securities Purchase Agreement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 7,153,847 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0001 | |||||||||
Accompanying Warrants with Securities Purchase Agreement [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 16,153,847 | |||||||||
Class of Warrant or Right, Issued (in shares) | 16,153,847 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1.31 | |||||||||
Class of Warrant or Right, Reserved Against S-3, Amount | $ 21,200,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 9,000,000 | |||||||||
Proceeds from Issuance or Sale of Equity, Total | $ 21,000,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 3,900,000 | |||||||||
Common Stock, Value of Capital Shares Reserved for Future Issuance | $ 65,900,000 | |||||||||
Stock in Connection With Syndicated Debt [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,690,677 | 24,963,451 |
Note 10 - Stockholders' Equit_4
Note 10 - Stockholders' Equity and Stock-based Compensation - Fair Value Assumptions (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Dec. 31, 2021 | |
Weighted average expected term at December 31 (years) (Year) | 1 year 6 months 18 days | |
Total fair value of all awards at December 31 | $ 6,979,824 | |
Total fair value of all vested awards at December 31 | 2,701,802 | |
Total intrinsic value at December 31 | $ 1,255,078 | |
Stock Appreciation Rights (SARs) [Member] | April 2021 [Member] | ||
Number Issued (in shares) | 3,770,960 | |
Interest Rate | 0.34% | |
Estimated Volatility | 156% | |
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 |
Note 10 - Stockholders' Equit_5
Note 10 - Stockholders' Equity and Stock-based Compensation - Changes to Non-vested Restricted Stock Units (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Non-vested shares, balance (in shares) | 3,018,788 | 0 |
Non-vested shares, fair value price per share (in dollars per share) | $ 4.58 | $ 0 |
Number Issued (in shares) | 6,090,765 | 4,386,107 |
Grant date Value per Right (in dollars per share) | $ 1.32 | $ 4.64 |
Vested (in shares) | (2,760,687) | (1,367,319) |
Vested, fair value price per share (in dollars per share) | $ 1.67 | $ 4.76 |
Forfeited (in shares) | (2,185,104) | |
Forfeited, fair value price per share (in dollars per share) | $ 5.26 | |
Non-vested shares, balance (in shares) | 4,163,762 | 3,018,788 |
Non-vested shares, fair value price per share (in dollars per share) | $ 1.38 | $ 4.58 |
Note 10 - Stockholders' Equit_6
Note 10 - Stockholders' Equity and Stock-based Compensation - Summary of Options Issued to Employees and Directors (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance (in shares) | 237,985 | |
Balance, weighted average exercise price (in dollars per share) | $ 6.14 | |
Balance, weighted average remaining contract life (Year) | 7 months 17 days | 1 year 4 months 28 days |
Exercised (in shares) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | |
Expired (in shares) | (40,098) | |
Expired (in dollars per share) | $ 4.56 | |
Balance (in shares) | 197,887 | 237,985 |
Balance, weighted average exercise price (in dollars per share) | $ 6.46 | $ 6.14 |
Exercisable (in shares) | 197,887 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 6.46 | |
Exercisable, weighted average remaining contract life (Year) | 7 months 17 days |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Textual) - Son of Executive Chairman [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Salary and Wage, Excluding Cost of Good and Service Sold, Total | $ 375,000 | $ 360,000 | ||
Cash Bonus | 0 | 309,000 | ||
Other Labor-related Expenses | $ 33,000 | $ 43,000 | ||
Change in Excess of Bonus or Salary | $ 50,000 | |||
Stock Appreciation Rights (SARs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 235,876 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value, Amount | $ 840,000 |
Note 12 - Accumulated Other C_3
Note 12 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Foreign currency translation adjustment | $ (691) | $ (3,995) |
Accumulated other comprehensive loss | $ (691) | $ (3,995) |
Note 13 - Restructuring and I_3
Note 13 - Restructuring and Impairment Charges (Details Textual) $ in Thousands, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2020 CAD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2019 CAD ($) | |
Finance Lease, Impairment Loss | $ 4,467 | $ 0 | |||||
Finance Lease, Liability, Noncurrent | 7,673 | 9,939 | |||||
Restructuring Reserve, Ending Balance | 0 | $ 371 | |||||
Restructuring Reserve, Accrual Adjustment | $ 0 | ||||||
Employee Severance [Member] | |||||||
Restructuring Reserve, Ending Balance | $ 3,100 | $ 4 | |||||
Restructuring Reserve, Accrual Adjustment | $ (200) | $ (0.3) | |||||
Electric Power Segment [Member] | |||||||
Finance Lease, Impairment Loss | $ 4,500 | ||||||
Finance Lease, Liability, Noncurrent | $ 5,200 |
Note 13 - Restructuring and I_4
Note 13 - Restructuring and Impairment Charges - Restructuring and Related Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
January 1 liability balance | $ 371 |
Severance accrual adjustments | 0 |
Severance payouts | (376) |
Translation | 5 |
December 31 liability balance | $ 0 |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 57.8 | $ 0.3 |
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, 2022 | Dec. 31, 2021 | |
Continuing operations | $ (277,089) | $ (60,351) |
Discontinued operations | (2,317) | (12,705) |
Loss before income taxes | (279,406) | (73,056) |
U.S. operations | (277,904) | (60,351) |
Foreign operations | 815 | 0 |
Loss from continuing operations before taxes | $ (277,089) | $ (60,351) |
Note 14 - Income Taxes - Income
Note 14 - Income Taxes - Income Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income tax expense (benefit) | $ 846 | $ (10,508) |
Income tax benefit | 0 | (1,334) |
Total income tax expense (benefit) | 846 | (11,842) |
Current: | ||
Federal | 0 | 0 |
State and local | 129 | 370 |
Foreign | 1,063 | 0 |
Total current provision | 1,192 | 370 |
Deferred: | ||
Federal | (260) | (8,714) |
State and local | 0 | (2,164) |
Foreign | (86) | 0 |
Total deferred (benefit) | (346) | (10,878) |
Total income tax expense (benefit) | $ 846 | $ (10,508) |
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, 2022 | Dec. 31, 2021 | |
Computed federal income taxes at the statutory rate (benefit) | $ (58,189) | $ (12,674) |
State taxes | (3,764) | 292 |
Permanent tax differences | 1,662 | 2,140 |
Foreign tax rates and tax credits differing from USA | 73 | 0 |
Federal true-ups and carryovers | 1,106 | 0 |
Expired NOL's | 0 | 541 |
Change in valuation allowance | 59,958 | (807) |
Total income tax expense (benefit) | $ 846 | $ (10,508) |
Effective tax rate | (0.31%) | 17.41% |
Note 14 - Income Taxes - Signif
Note 14 - Income Taxes - Significant Portions of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 43,885 | $ 23,941 |
Property and equipment | 257 | 0 |
Intangible assets | 19,113 | 0 |
163(j) interest expense limitation | 11,139 | 0 |
Inventory and accounts receivable reserves | 952 | 1,826 |
Operating lease obligations | 7,175 | 8,058 |
Debt related | 1,627 | 0 |
Accrued liabilities | 2,530 | 786 |
Other | 11 | 4,371 |
Valuation allowance | (77,944) | (20,129) |
Deferred tax assets after valuation allowance | 8,745 | 18,853 |
Deferred tax liabilities: | ||
Intangible assets | 0 | (9,426) |
Property, plant and equipment | 0 | (9,588) |
ROU assets | (5,825) | 0 |
Accounting method change | (2,742) | 0 |
Total deferred tax liabilities | (8,567) | (19,014) |
Net deferred tax asset | $ 178 | |
Net deferred tax liability | $ (161) |
Note 14 - Income Taxes - Net Op
Note 14 - Income Taxes - Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Domestic Tax Authority, Post December 31, 2017 [Member] | |
Net operating losses | $ 158,811 |
Domestic Tax Authority, Pre January 1, 2018 [Member] | |
Net operating losses | 34,110 |
State and Local Jurisdiction [Member] | |
Net operating losses | $ 957 |
Note 15 - Concentrations (Detai
Note 15 - Concentrations (Details Textual) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Accounts Receivable, before Allowance for Credit Loss | $ 53.4 | $ 50.2 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Number of Customers | 4 | 2 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Four Customers [Member] | ||
Concentration Risk, Percentage | 75% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk, Percentage | 27% | 11% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 23% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk, Percentage | 15% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Concentration Risk, Percentage | 10% | 15% |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 26% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Number of Customers | 4 | 2 |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||
Concentration Risk, Percentage | 11% | 16% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||
Concentration Risk, Percentage | 26% | 30% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||
Concentration Risk, Percentage | 14% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||
Concentration Risk, Percentage | 21% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 46% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||
Concentration Risk, Percentage | 72% | |
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] | One Supplier [Member] | ||
Concentration Risk, Percentage | 12% | |
Workforce Subject to Collective-Bargaining Arrangements [Member] | Labor Force Concentration Risk [Member] | ||
Concentration Risk, Percentage | 13% | 15% |
Note 16 - Leases (Details Textu
Note 16 - Leases (Details Textual) - USD ($) $ in Thousands | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Lease, Cost | $ 5,847 | $ 2,568 | ||
Finance Lease, Right-of-Use Asset, Amortization | 4,958 | 2,166 | ||
Finance Lease, Interest Expense | 889 | $ 402 | ||
Selling, General and Administrative Expenses [Member] | ||||
Operating Lease, Expense | 6,700 | |||
Finance Lease, Right-of-Use Asset, Amortization | 5,000 | |||
Office and Industrial Space Rentals [Member] | ||||
Operating Leases, Monthly Rent | 28 | |||
Operating Leases, Combined Average Monthly Rent | 34 | |||
Office Space and Warehouse in Texas [Member] | ||||
Operating Leases, Monthly Rent | 7 | |||
Vehicle and Equipment loans [Member] | ||||
Operating Leases, Combined Average Monthly Rent | $ 400 | |||
Vehicle and Equipment loans [Member] | Minimum [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 3 years | 3 years | ||
Vehicle and Equipment loans [Member] | Maximum [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 7 years | 7 years | ||
Five Properties [Member] | ||||
Operating Leases, Monthly Rent | $ 20 | |||
Five Properties [Member] | Minimum [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 2 years | 2 years | ||
Five Properties [Member] | Maximum [Member] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 8 years | 8 years | ||
Gibson Leases [Member] | ||||
Operating Leases, Monthly Rent | $ 28 | |||
IMMCO Leases [Member] | ||||
Operating Leases, Monthly Rent | 10 | |||
Front Line Power Office Lease [Member] | ||||
Operating Leases, Monthly Rent | 26 | |||
Front Line Power Equipment Leases [Member] | ||||
Financing Leases, Monthly Expense | 33 | |||
Orbital Solar Services Equipment Leases [Member] | ||||
Finance Lease, Cost | $ 1 | |||
Office and Warehouse Space in Houston [Member] | ||||
Operating Leases, Monthly Rent | $ 7 | $ 33 |
Note 16 - Leases - Future Minim
Note 16 - Leases - Future Minimum Operating Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 5,565 |
2024 | 4,676 |
2025 | 3,103 |
2026 | 2,584 |
2027 | 2,352 |
Thereafter | 1,512 |
Less interest portion | (2,902) |
Operating Lease Obligations [Member] | |
Total operating lease obligations | $ 16,890 |
Note 16 - Leases - Lease Cost a
Note 16 - Leases - Lease Cost and Other Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease cost | $ 6,487 | $ 3,897 |
Short-term lease cost | 83 | 265 |
Variable lease cost | 666 | 732 |
Sublease income | (516) | (501) |
Total lease cost | 6,720 | 4,393 |
Operating cash flows used in operating leases | (8,509) | (3,515) |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 4,152 | $ 13,707 |
Weighted-average remaining lease term - operating leases (in years) (Year) | 4 years 6 months | 4 years 7 months 6 days |
Weighted-average discount rate - operating leases | 7.10% | 6.90% |
Depreciation of financing lease assets | $ 4,958 | $ 2,166 |
Interest on lease liabilities | 889 | 402 |
Total finance lease cost | 5,847 | 2,568 |
Operating cash flows used in financing leases | (889) | (402) |
Financing cash flows from financing leases | (5,073) | (1,995) |
Right-of-use assets obtained in exchange for new financing lease obligations | $ 1,369 | $ 16,868 |
Weighted-average remaining lease term - financing leases (in years) (Year) | 2 years 8 months 12 days | |
Weighted-average discount rate - financing leases | 6.60% | 6.50% |
Note 16 - Leases - Future Min_2
Note 16 - Leases - Future Minimum Finance Lease Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
2023 | $ 5,977 |
2024 | 5,331 |
2025 | 1,846 |
2026 | 896 |
2027 | 48 |
Thereafter | 0 |
Less interest portion | (1,109) |
Total financing lease obligations | $ 12,989 |
Note 17 - Business Combinatio_3
Note 17 - Business Combinations (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 07, 2022 | Nov. 17, 2021 | Oct. 22, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | |
Goodwill, Ending Balance | $ 100,899,000 | $ 100,899,000 | $ 100,899,000 | $ 100,899,000 | $ 100,899,000 | $ 7,006,000 | ||||||
Long-term Debt, Total | 229,379,000 | 229,379,000 | 229,379,000 | 229,379,000 | 229,379,000 | $ 245,236,000 | ||||||
Unsecured Promissory Note With Tidal Power Group [Member] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | |||||||||||
Coax Fiber Solutions (CFS) [Member] | ||||||||||||
Goodwill, Ending Balance | $ 1,500,000 | |||||||||||
Front Line Power Construction, LLC [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 101,536,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 17,612,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 18,730,000 | |||||||||||
Goodwill, Ending Balance | 70,151,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 9,200,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 98,000 | |||||||||||
Business Combination, Acquisition Related Costs | 230,000 | |||||||||||
Business Combination, Consideration Transferred, Total | 219,241,000 | |||||||||||
Business Combination, Working Capital Adjustment | 14,092,000 | |||||||||||
Front Line Power Construction, LLC [Member] | Front Line Power Seller Notes [Member] | ||||||||||||
Proceeds from Issuance of Debt | $ 105,000,000 | |||||||||||
Front Line Power Construction, LLC [Member] | Unsecured Promissory Note With Tidal Power Group [Member] | ||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 11,622,018 | |||||||||||
Long-term Debt, Total | $ 86,700,000 | |||||||||||
Long-Term Debt, Fair Value | $ 86,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6% | |||||||||||
Front Line Power Construction, LLC [Member] | Payments of Indebtedness [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 1,000,000 | |||||||||||
Front Line Power Construction, LLC [Member] | Transaction Expense [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 4,400,000 | |||||||||||
Full Moon [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 1,200,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 227,974 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 368,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 124,000 | |||||||||||
Goodwill, Ending Balance | 826,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 1,000,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 300,000 | |||||||||||
Business Combination, Consideration Transferred, Total | $ 2,000,000 | |||||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100% | |||||||||||
Business Acquisition, Share Price (in dollars per share) | $ 1.614 | |||||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | $ 381,000 | |||||||||||
IMMCO, Inc. [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 16,597,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 874,317 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 2,024,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 760,000 | |||||||||||
Goodwill, Ending Balance | 11,114,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | 2,100,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 3,700,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 2,800,000 | |||||||||||
Business Combination, Consideration Transferred, Total | 19,100,000 | |||||||||||
Payments to Acquire Businesses, Before Working Capital Adjustments | 16,000,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Fair Value | 2,500,000 | |||||||||||
Business Combination, Working Capital Adjustment | $ 600,000 | |||||||||||
IMMCO, Inc. [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||||
Business Combination, Acquisition Related Costs | 600,000 | |||||||||||
Gibson Technical Services, Inc. [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 22,000,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 5,929,267 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 16,932,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 3,795,000 | |||||||||||
Goodwill, Ending Balance | 12,339,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | 3,984,000 | |||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 23,100,000 | |||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 9,200,000 | |||||||||||
Business Combination, Acquisition Related Costs | $ 900,000 | |||||||||||
Business Combination, Consideration Transferred, Total | $ 38,932,000 | |||||||||||
GTS Subsidiary [Member] | Coax Fiber Solutions (CFS) [Member] | ||||||||||||
Payments to Acquire Businesses, Gross | $ 800,000 | |||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | 125,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 146,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Total | 400,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 500,000 | |||||||||||
Goodwill, Ending Balance | 1,500,000 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | $ 1,500,000 |
Note 17 - Business Combinatio_4
Note 17 - Business Combinations - Purchase Consideration (Details) - USD ($) $ in Thousands | Nov. 17, 2021 | Jul. 28, 2021 | Apr. 13, 2021 |
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 |
Note 17 - Business Combinatio_5
Note 17 - Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Oct. 22, 2021 | Jul. 28, 2021 | Apr. 13, 2021 | |
Goodwill, Ending Balance | $ 7,006 | $ 100,899 | |||||
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 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 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 | ||||||
Full Moon [Member] | |||||||
Cash and cash equivalents | $ 747 | ||||||
Trade accounts receivable | 297 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 124 | ||||||
Accounts payable | (197) | ||||||
Net assets acquired | 1,158 | ||||||
Goodwill, Ending Balance | 826 | ||||||
Purchase price allocation | 1,984 | ||||||
Accrued expenses and other liabilities | (182) | ||||||
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 | 551 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 760 | ||||||
Other long-term assets | 76 | ||||||
Net assets acquired | 7,507 | ||||||
Goodwill, Ending Balance | 11,114 | ||||||
Purchase price allocation | 18,621 | ||||||
Deferred tax liability | [1] | (2,090) | |||||
Liabilities assumed | (2,100) | ||||||
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 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total | 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 | ||||||
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 | ||||||
[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 | Nov. 17, 2021 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-lived intangible assets | $ 97,709 | $ 119,920 | |
Total intangible assets | 111,134 | $ 142,656 | |
Customer Relationships [Member] | |||
Finite-lived intangible assets | 94,464 | ||
Computer Software, Intangible Asset [Member] | |||
Finite-lived intangible assets | $ 607 | ||
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) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Gross revenue | $ 158,625 |
Loss from continuing operations, net of income taxes | $ (69,671) |
Note 18 - Subsequent Events (De
Note 18 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Dec. 09, 2022 | |
Excluded Unsecured Note [Member] | ||
Debt Instrument, Face Amount | $ 2,023 | |
Forbearance and Line of Credit Agreement [Member] | ||
Debt Instrument, Face Amount | $ 2,023 | |
Subsequent Event [Member] | Exchange Issuance of Stock for Payment on Outstanding Debt and Payment on Prepaid Advance Agreement With Yorkville [Member] | ||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 28,313,924 |