Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
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 | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,693,569 | |
Title of 12(b) Security | Common stock, $0.001 par value | |
Trading Symbol | OIG | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 23,993 | $ 21,489 |
Restricted cash - current portion | 123 | 123 |
Trade accounts receivable, net of allowance | 49,968 | 52,652 |
Inventories | 1,857 | 1,691 |
Contract assets | 18,770 | 13,917 |
Note receivable, current portion | 1,462 | 1,442 |
Prepaid expenses and other current assets | 5,173 | 7,840 |
Assets held for sale, current portion | 3,198 | 3,198 |
Total current assets | 104,544 | 102,352 |
Property and equipment, less accumulated depreciation | 21,718 | 22,930 |
Investment | 1,063 | 1,063 |
Right of use assets - Operating leases | 15,321 | 16,588 |
Right of use assets - Financing leases | 7,447 | 8,394 |
Goodwill | 7,006 | 7,006 |
Other intangible assets, net | 108,945 | 111,134 |
Restricted cash, noncurrent portion | 576 | 486 |
Deposits and other assets | 1,593 | 1,618 |
Total assets | 268,213 | 271,571 |
Current Liabilities: | ||
Accounts payable | 49,318 | 41,333 |
Notes payable, current portion | 250,711 | 144,708 |
Line of credit | 4,000 | 4,000 |
Operating lease obligations - current portion | 4,345 | 4,540 |
Financing lease obligations - current portion | 5,437 | 5,316 |
Accrued expenses | 45,198 | 39,065 |
Contract liabilities | 2,700 | 10,218 |
Financial instrument liabilities | 45,392 | 43,693 |
Total current liabilities | 407,101 | 292,873 |
Financial instrument liability, noncurrent portion | 0 | 536 |
Warrant liability | 1,131 | 1,777 |
Notes payable, less current portion | 1,276 | 100,528 |
Operating lease obligations, less current portion | 11,327 | 12,350 |
Financing lease obligations, less current portion | 6,311 | 7,673 |
Other long-term liabilities | 570 | 570 |
Total liabilities | 427,716 | 416,307 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at March 31, 2023 or December 31, 2022 | 0 | 0 |
Common stock, par value $0.001; 325,000,000 shares authorized; 4,658,274 shares issued and 4,649,447 shares outstanding at March 31, 2023 and 3,947,101 shares issued and 3,938,274 shares outstanding at December 31, 2022 | 5 | 4 |
Additional paid-in capital | 353,251 | 347,511 |
Treasury stock at cost; 8,827 shares held at March 31, 2023 and December 31, 2022 | (413) | (413) |
Accumulated deficit | (507,286) | (487,121) |
Accumulated other comprehensive loss | (673) | (691) |
Total Orbital Infrastructure Group, Inc.'s stockholders' equity | (155,116) | (140,710) |
Noncontrolling interest | (4,387) | (4,026) |
Total stockholders' equity | (159,503) | (144,736) |
Total liabilities and stockholders' equity | $ 268,213 | $ 271,571 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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) | 4,658,274 | 3,947,101 |
Common stock, shares outstanding (in shares) | 4,649,447 | 3,938,274 |
Treasury stock, shares (in shares) | 8,827 | 8,827 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | $ 80,186 | $ 70,254 |
Cost of revenues | 66,069 | 58,671 |
Gross profit | 14,117 | 11,583 |
Operating expenses: | ||
Selling, general and administrative expense | 14,260 | 8,126 |
Depreciation and amortization | 2,659 | 5,323 |
Provision for (recovery of) bad debt | 490 | (60) |
Other operating income | (15) | (18) |
Total operating expenses | 17,394 | 13,371 |
Loss from operations | (3,277) | (1,788) |
Loss on extinguishment of debt | (583) | (26,019) |
Loss on financial instrument | (1,196) | (928) |
Gain on warrant liabilities | 646 | 0 |
Other income (expense) | (4,147) | 345 |
Interest expense | (11,164) | (8,039) |
Loss from continuing operations before income taxes | (19,721) | (36,429) |
Income Tax Expense (Benefit) | 536 | 241 |
Loss from continuing operations, net of income taxes | (20,257) | (36,670) |
Discontinued operations (Note 3) | ||
Loss from discontinued operations, net of income taxes | (268) | (953) |
Net loss | (20,525) | (37,623) |
Less: net loss attributable to noncontrolling interest | (360) | (22) |
Net loss attributable to Orbital Infrastructure Group, Inc. | $ (20,165) | $ (37,601) |
Basic and diluted weighted average common shares outstanding (in shares) | 4,327,323 | 2,078,168 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (4.60) | $ (17.63) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.06) | (0.46) |
Loss per common share - basic and diluted (in dollars per share) | $ (4.66) | $ (18.09) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Net loss | $ (20,525) | $ (37,623) |
Foreign currency translation adjustment | 18 | 6 |
Comprehensive loss | $ (20,507) | $ (37,617) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Approximation [Member] Common Stock [Member] | Approximation [Member] Additional Paid-in Capital [Member] | Approximation [Member] Treasury Stock, Common [Member] | Approximation [Member] Retained Earnings [Member] | Approximation [Member] AOCI Attributable to Parent [Member] | Approximation [Member] Parent [Member] | Approximation [Member] Noncontrolling Interest [Member] | Approximation [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 2,056,494 | (8,827) | ||||||||||||||
Balance at Dec. 31, 2021 | $ 2 | $ 311,567 | $ (413) | $ (210,934) | $ (3,995) | $ 96,227 | $ 39 | $ 96,266 | ||||||||
Common stock issued and issuable for compensation, services and royalty payments (in shares) | 19,885 | 0 | ||||||||||||||
Common stock issued and issuable for compensation, services and royalty payments | $ 0 | (1,693) | $ 0 | 0 | 0 | (1,693) | 0 | (1,693) | ||||||||
Common stock issued for debt repayment (in shares) | 66,334 | |||||||||||||||
Common stock issued for debt repayment | $ 0 | 4,445 | 4,445 | 4,445 | ||||||||||||
Net loss | 0 | 0 | 0 | (37,601) | 0 | (37,601) | (22) | (37,623) | ||||||||
Other comprehensive loss | $ 0 | 0 | $ 0 | 0 | 6 | 6 | 0 | 6 | ||||||||
Common stock issuable for acquisition (in shares) | 3,125 | 0 | ||||||||||||||
Common stock issuable for acquisition | $ 0 | 250 | $ 0 | 0 | 0 | 250 | 0 | 250 | ||||||||
Common stock issued to lenders for OID for $105 million debt - (reissued) (in shares) | 1,351 | 0 | ||||||||||||||
Common stock issued to lenders for OID for $105 million debt - (reissued) | $ 0 | 0 | $ 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Balance (in shares) at Mar. 31, 2022 | 2,147,189 | (8,827) | ||||||||||||||
Balance at Mar. 31, 2022 | $ 2 | 314,569 | $ (413) | (248,535) | (3,989) | 61,634 | 17 | 61,651 | ||||||||
Balance (in shares) at Dec. 31, 2022 | 3,947,101 | (8,827) | ||||||||||||||
Balance at Dec. 31, 2022 | $ 4 | 347,511 | $ (413) | (487,121) | (691) | (140,710) | (4,026) | (144,736) | ||||||||
Issuance of common stock via equity raise (in shares) | 245,833 | 0 | ||||||||||||||
Issuance of common stock via equity raise | $ 0 | 1,862 | $ 0 | 0 | 0 | 1,862 | 0 | 1,862 | ||||||||
Common stock issued and issuable for compensation, services and royalty payments (in shares) | 14,009 | 0 | ||||||||||||||
Common stock issued and issuable for compensation, services and royalty payments | $ 0 | 631 | $ 0 | 0 | 0 | 631 | 0 | 631 | ||||||||
Common stock issued for debt repayment (in shares) | 451,331 | 0 | ||||||||||||||
Common stock issued for debt repayment | $ 1 | 3,247 | $ 0 | 0 | 0 | 3,248 | 0 | 3,248 | ||||||||
Net loss | $ 0 | $ 0 | $ 0 | $ (20,165) | $ 0 | $ (20,165) | $ (361) | $ (20,526) | (20,525) | |||||||
Other comprehensive loss | $ 0 | 0 | $ 0 | 0 | 18 | 18 | 0 | 18 | ||||||||
Balance (in shares) at Mar. 31, 2023 | 4,658,274 | (8,827) | ||||||||||||||
Balance at Mar. 31, 2023 | $ 5 | $ 353,251 | $ (413) | $ (507,286) | $ (673) | $ (155,116) | $ (4,387) | $ (159,503) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (20,525) | $ (37,623) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 3,173 | 3,687 |
Amortization of intangibles | 2,242 | 5,003 |
Amortization of Debt Discount (Premium) | 4,224 | 1,635 |
Amortization of note receivable discount | 0 | (63) |
Stock-based compensation and expense, net of forfeitures | 631 | (3,050) |
Fair value adjustment to liability for stock appreciation rights | 0 | (269) |
Fair value adjustment to financial instrument liabilities | 1,196 | 928 |
Fair value adjustment to warrant liabilities | (646) | 0 |
Loss on extinguishment of debt and debt modifications | 583 | 26,019 |
Provision for bad debt | 490 | 31 |
Deferred income taxes | 33 | 0 |
Inventory reserve | 0 | (22) |
Loss (gain) on sale of assets | 212 | (103) |
Liquidated damages from debt | 4,068 | 0 |
Non-cash unrealized foreign currency (gain) loss | (5) | 48 |
Change in operating assets and liabilities, net of acquisition: | ||
Trade accounts receivable | 2,145 | (3,935) |
Inventories | (167) | 20 |
Contract assets | (4,812) | (6,378) |
Prepaid expenses and other current assets | 2,748 | (751) |
Right of use assets/lease liabilities, net | 33 | 35 |
Deposits and other assets | (16) | (26) |
Accounts payable | 7,633 | 7,929 |
Accrued expenses | 5,053 | 4,175 |
Contract liabilities | (7,518) | 1,145 |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 775 | (1,565) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisitions, net of cash received | 0 | (773) |
Purchases of property and equipment | (622) | (1,351) |
Deposits on financing lease property and equipment | 8 | 26 |
Proceeds from sale of property and equipment | 53 | 78 |
Purchase of other intangible assets | (18) | (51) |
Proceeds from notes receivable | 0 | 3,500 |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (579) | 1,429 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 0 | 3,500 |
Payments on line of credit | 0 | (2,000) |
Payments on financing lease obligations | (1,310) | (1,212) |
Proceeds from notes payable | 9,750 | 0 |
Payments on notes payable | (6,053) | (5,804) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | 2,387 | (5,516) |
Effect of exchange rate changes on cash | 11 | (268) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 2,594 | (5,920) |
Cash, cash equivalents and restricted cash at beginning of period | 22,098 | 28,041 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 24,692 | 22,121 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Income taxes paid (net refunded) | 100 | (405) |
Interest paid | 6,961 | 5,183 |
Non-cash investment in acquisition for equity issuances | 0 | 250 |
Equipment purchased with debt | 271 | 0 |
Accrued property and equipment purchases | 118 | 126 |
Non-cash payments on debt | $ 2,759 | $ 3,750 |
Note 1 - Nature of Operations,
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND COMPANY CONDITIONS Nature of Operations 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 (acquired November 17, 2021), Q1 2020 Q1 2021. not January 2021, third 2022, The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021) 1990 July 28, 2021), two 1992. October 22, 2021) 2/Layer 3 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. Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not 10 December 31, 2022 December 31, 2022 10 December 31, 2022 At a special stockholders meeting held April 18, 2023, 10 1 40 1 $1.00 10 5550 2 1 40 April 21, 2023. It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. All intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not December 31, 2023 Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows For the Three Months (in thousands) Ended March 31, 2023 2022 Cash and cash equivalents at beginning of period $ 21,489 $ 26,865 Restricted cash at beginning of period (1) 609 1,176 Cash, cash equivalents and restricted cash at beginning of period $ 22,098 $ 28,041 Cash and cash equivalents at end of period $ 23,993 $ 20,949 Restricted cash at end of period (1) 699 1,172 Cash, cash equivalents and restricted cash at end of period $ 24,692 $ 22,121 ( 1 March 31, 2023 March 31, 2022 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 allocations 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 Reclassifications Certain reclassifications have been made to the 2022 2023 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 three March 31, 2023 loss March 31, 2023 deficit not twelve The Company has plans to access additional capital to meet its obligations for the twelve 16 16 not March 31, 2023 3 $ million The Company plans to meet its obligations as they become due over the next twelve no not twelve Restructuring Costs In September 2022, not not third 2022. June 2026. Sale of Orbital U.K. On May 11, 2022, July 11, 2022. 12 Goodwill and Indefinite-lived intangible assets The Company had goodwill from acquisitions made in 2020, 2021 2022. 2022 third December 31, 2022 2020. third 2022. During the fourth 2022, December 31, 2022, The Company tests for impairment of indefinite-lived intangibles and goodwill in the second may not Under current accounting guidance, Orbital Infrastructure Group is not not During the first 2023, none. Accrued expenses Accrued expenses are liabilities that reflect expenses on the statement of operations that have not March 31, 2023 December 31, 2022 (in thousands) March 31 December 31 2023 2022 Accrued bonding $ 1,962 $ 1,920 Accrued compensation 4,559 5,589 Working capital adjustment on Front Line Power Construction acquisition 4,592 4,592 Accrued interest payable 6,886 5,885 Accrued taxes payable 669 248 Accrued subcontractor expenses 16,274 11,299 Accrued union dues 874 937 Accrued vendor invoices and accrued other expenses 9,382 8,595 Total accrued expense $ 45,198 $ 39,065 |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies are detailed in "Note 2 8 10 December 31, 2022 April 7, 2023. |
Note 3 - Discontinued Operation
Note 3 - Discontinued Operations and Sale of a Business | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. DISCONTINUED OPERATIONS AND SALE OF A BUSINESS 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). The Company's U.K. operations were divested in May 2022 third 2022. March 31, 2023 December 31, 2022, Assets held for sale that are included on the Company's balance sheet, relate to the company's discontinued businesses, and are described below. As of March 31, 2023 December 31, 2022 no As of As of March 31, December 31, (in thousands) 2023 2022 Carrying amounts of the major classes of assets included in discontinued operations: Property and equipment $ 1,385 $ 1,385 Other intangible assets 1,813 1,813 Total assets of the disposal group classified as held for sale $ 3,198 $ 3,198 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 Condensed Consolidated Statement of Operations (in thousands) For the Three Months Ended March 31, Major classes of line items constituting pretax loss from discontinued operations: 2023 2022 Revenues $ 85 $ 3,986 Cost of revenues (191 ) (2,694 ) Selling, general and administrative expense (162 ) (2,139 ) (Provision) credit for bad debt — (91 ) Interest expense — (7 ) Other expense — (8 ) Pretax loss from discontinued operations (268 ) (953 ) Income tax expense — — Total loss from discontinued operations $ (268 ) $ (953 ) Net cash provided by operating activities of discontinued operations for the three March 31, 2023 Net cash provided three March 31, 2023 |
Note 4 - Revenue From Contracts
Note 4 - Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 4. REVENUE FROM CONTRACTS WITH CUSTOMERS 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 customer's 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 cost-to-cost or output method measure 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 three March 31, 2023 2022 For the Three Months Ended March 31, (in thousands) 2023 2022 Total contract liabilities - beginning of period $ 10,218 $ 6,503 Other contract additions, net 1,701 6,905 Change in provision for loss (3,567 ) — Revenue recognized (5,652 ) (6,938 ) Total contract liabilities - end of period $ 2,700 $ 6,470 Performance Obligations Remaining Performance Obligations Remaining performance obligations represents the transaction price of contracts with customers for which work has not March 31, 2023 12 12 March 31, 2023 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. 2022 two May 15, 2023, not 2022, $17.1 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 the Company's revenues disaggregated by the type of customer: For the Three Months For the Three Months Ended March 31, 2023 Ended March 31, 2022 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 36,808 $ 214 $ — $ 37,022 $ 39,251 $ — $ — $ 39,251 Telecommunications 133 26,745 — 26,878 — 16,095 — 16,095 Renewables — — 14,929 14,929 — — 14,464 14,464 Other 1,357 — — 1,357 444 — — 444 Total revenues $ 38,298 $ 26,959 $ 14,929 $ 80,186 $ 39,695 16,095 $ 14,464 $ 70,254 The following table presents the Company's revenues disaggregated by type of contract: For the Three Months For the Three Months Ended March 31, 2023 Ended March 31, 2022 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 15,268 $ — $ — $ 15,268 $ 17,237 $ 112 $ — $ 17,349 Fixed price contracts 6,187 1,291 14,929 22,407 7,742 2,319 14,464 24,525 Unit price contracts 16,843 25,668 — 42,511 14,716 13,664 — 28,380 Total revenues $ 38,298 $ 26,959 $ 14,929 $ 80,186 $ 39,695 $ 16,095 $ 14,464 $ 70,254 |
Note 5 - Inventories
Note 5 - Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 5. INVENTORIES Inventories consist of raw materials and work-in-process and and are stated at the lower of cost or net realizable value using the first first March 31, 2023 December 31, 2022, As of March 31, As of December 31, (in thousands) 2023 2022 Raw materials $ 1,706 $ 1,338 Work-in-process 151 353 Total inventories $ 1,857 $ 1,691 |
Note 6 - Investments
Note 6 - Investments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Investment [Text Block] | 6. INVESTMENTS The Company has a minority ownership in Virtual Power Systems ("VPS"). The VPS investment basis at March 31, 2023 December 31, 2022 March 31, 2023 |
Note 7 - Leases
Note 7 - Leases | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Lease Disclosure [Text Block] | 7. LEASES Operating leases Consolidated total operating lease costs were $1.6 million for the three March 31, 2023 three March 31, 2022 Future minimum operating lease obligations at March 31, 2023 December 31: (in thousands) 2023 (remaining period) $ 4,212 2024 4,619 2025 3,118 2026 2,616 2027 1,963 Thereafter 1,815 Interest portion (2,672 ) Total operating lease obligations $ 15,671 Total lease cost and other lease information is as follows: For the Three Months Ended March 31, (in thousands) 2023 2022 Operating lease cost $ 1,591 $ 1,623 Short-term lease cost 62 59 Variable lease cost 71 251 Sublease income (129 ) (129 ) Total lease cost $ 1,595 $ 1,804 Other information - Operating leases (in thousands) For the Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (1,526 ) $ (1,635 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 240 $ 3,172 Weighted-average remaining lease term - operating leases (in years) 4.5 4.5 Weighted-average discount rate - operating leases 7.1 % 7.1 % Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors. Financing leases Consolidated total financing lease costs were $1.2 million and $1.5 million for the three March 31, 2023 2022 Future minimum finance lease obligations at March 31, 2023 December 31: (in thousands) 2023 (remaining period) $ 4,658 2024 5,336 2025 1,945 2026 946 2027 48 Thereafter — Interest portion (1,188 ) Total financing lease obligations $ 11,745 Total financing lease costs are as follows: For the Three Months Ended March 31, (in thousands) 2023 2022 Depreciation of financing lease assets $ 1,016 $ 1,308 Interest on lease liabilities 199 241 Total finance lease cost $ 1,215 $ 1,549 Other information - Financing leases For the Three Months Ended March 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from financing leases $ (199 ) $ (241 ) Financing cash flows from financing leases $ (1,310 ) $ (1,212 ) Right-of-use assets obtained in exchange for new financing lease obligations $ 67 $ 837 Weighted-average remaining lease term - financing leases (in years) 2.4 2.8 Weighted-average discount rate - finance leases 6.5 % 6.5 % |
Note 8 - Stock-based Compensati
Note 8 - Stock-based Compensation and Expense | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 8. STOCK-BASED COMPENSATION AND EXPENSE All common stock share and per share data reflects the reverse stock split effective April 21, 2023, 19 Reverse stock split. Through December 31, 2021, December 31, 2021, January 14, 2022 January 14, 2022 December 31, 2021 March 2022. three March 31, 2023 Restricted Stock In March 2021, third April 2021, one third April 2022, one third April 2023. zero three March 31, 2023 March 31, 2022 first three 2022 March 31, 2022. Restricted Stock Units Number of restricted shares Weighted-average grant date fair value Non-vested shares, beginning of year 104,094 $ 55.35 Granted — — Vested (14,802 ) 78.70 Forfeited (2,147 ) 106.08 Non-vested shares, end of year 87,145 $ 50.13 |
Note 9 - Warrants
Note 9 - Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Warrants [Text Block] | 9. WARRANTS All common stock share and per share data reflects the reverse stock split effective April 21, 2023, 19 Reverse stock split. On April 28, 2022, three June 30, 2022. The accompanying warrants have an exercise price of $52.40, and will be exercisable 6 fifth Common stock warrants are accounted for in accordance with applicable accounting guidance provided in ASC Topic 815, 815 The Company’s warrants are considered to be derivative warrants, are classified as liabilities, and are recorded at fair value. The warrants are subject to re-measurement at each balance sheet date and any change in fair value is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations. The Company uses the Black-Scholes pricing model to estimate the fair value of the related derivative warrant liability. The warrants are classified as Level 3 12 Warrants outstanding and warrant activity for the three March 31, 2023 Description Classification Exercise Price Expiration Date Balance December 31, 2022 Warrants Issued Warrants Exercised Warrants Expired Balance March 31, 2023 Warrants Liability $ 52.40 April 2027 403,846 - - - 403,846 Total 403,846 - - - 403,846 |
Note 10 - Segment Reporting
Note 10 - Segment Reporting | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 10. SEGMENT REPORTING Operating segments are defined in accordance with ASC 280 10 280 10. three The Electric Power segment consists of Front Line Power Construction, LLC, Orbital Power, Inc. and Eclipse Foundation Group. The segment provides comprehensive solutions to customers in the electric power industries. The Telecommunications segment is made up of Gibson Technical Services, Inc. (“GTS”) (acquired April 13, 2021 ). 1990 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 The following information represents segment activity for the three March 31, 2023 (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 38,298 $ 26,959 $ 14,929 $ — $ 80,186 Depreciation and amortization (1) 3,988 1,232 179 16 5,415 Interest expense 5,852 106 12 5,194 11,164 Income (loss) from operations 2,705 2,826 (4,613 ) (4,195 ) (3,277 ) Expenditures for long-lived assets 297 336 1 6 640 ( 1 The following information represents segment activity for the three March 31, 2022 (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 39,695 $ 16,095 $ 14,464 $ — $ 70,254 Depreciation and amortization (1) 6,975 1,091 608 16 8,690 Interest expense 4,071 37 2 3,929 8,039 Income (loss) from operations (711 ) 477 428 (1,982 ) (1,788 ) Expenditures for long-lived assets (2) 943 423 — 36 1,402 ( 1 ( 2 The following information represents selected balance sheet items by segment as of March 31, 2023 (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 162,779 $ 72,749 $ 17,297 $ 15,388 $ 268,213 Goodwill — — 7,006 — 7,006 Other intangible assets, net 83,955 23,705 1,285 — 108,945 The following information represents selected balance sheet items by segment as of December 31, 2022 (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 167,245 $ 67,920 $ 18,932 $ 17,474 $ 271,571 Goodwill — — 7,006 — 7,006 Other intangible assets, net 85,355 24,333 1,446 — 111,134 |
Note 11 - Recent Accounting Pro
Note 11 - Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Accounting Standards Update and Change in Accounting Principle [Text Block] | 11. RECENT ACCOUNTING PRONOUNCEMENTS In March 2023, 2023 02, 323 Accounting for Investments in Qualified Affordable Housing Projects December 15, 2023, 2023 02 not In March 2023, 2023 01, 842: Common Control Arrangements. 842 December 15, 2023, 2023 01 not In September 2022, 2022 04, 405 50 Disclosure of Supplier Finance Program Obligations December 15, 2022, December 15, 2023, not not In June 2022, 2022 03, 820 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions 2022 03 not 1 2 3 2022 03 December 15, 2023. 2022 03 not On October 28, 2021, 2021 08, 805 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. 606 December 15, 2022. not no |
Note 12 - Fair Value Measuremen
Note 12 - Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 12. FAIR VALUE MEASUREMENTS The Company’s fair value hierarchy for our financial liabilities as of March 31, 2023 December 31, 2022 (in thousands) March 31, 2023 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 570 $ 570 Front Line Power Construction seller financed debt, net of discount — 69,000 — 69,000 Financial instrument liability - related to Syndicated debt — — 607 607 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 44,785 44,785 Prepaid advance agreement — — — — Warrant liability — — 1,131 1,131 Total liabilities $ — $ 69,000 $ 47,092 $ 116,093 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 $ 46,575 $ 117,158 (in thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2022 $ 536 Fair value adjustment to financial instrument liability 71 Balance at March 31, 2023 $ 607 (in thousands) Financial Instrument Liability - related to FLP seller financed debt Balance at December 31, 2022 $ 43,693 Fair value adjustment to financial instrument liability 1,093 Balance at March 31, 2023 $ 44,785 (In thousands) Warrant Liability Balance at December 31, 2022 $ 1,777 Fair value adjustment to warrant liability (646 ) Balance at December 31, 2022 $ 1,131 See note 16 no 3 2 three March 31, 2023 |
Note 13 - Loss Per Common Share
Note 13 - Loss Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 13. LOSS PER COMMON SHARE All common stock share and per share data reflects the reverse stock split effective April 21, 2023, 19 Reverse stock split. In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 260 260” three March 31, 2023 March 31, 2022 5 thousand 0 .4 March 31, 2023 87 thousand shares of restricted stock units were excluded from the computation of diluted net loss per share for the three March 31, 2023 March 31, 2022 three March 31, 2022 zero three March 31, 2022 three March 31, 2023 2022 For the Three Months (in thousands, except share and per share amounts) Ended March 31, 2023 2022 Loss from continuing operations, net of income taxes $ (20,257 ) $ (36,670 ) Loss from discontinued operations, net of income taxes (268 ) (953 ) Net loss $ (20,525 ) $ (37,623 ) Basic and diluted weighted average number of shares outstanding 4,327,323 2,078,168 Loss from continuing operations per common share - basic and diluted $ (4.60 ) $ (17.63 ) Loss from discontinued operations per common share - basic and diluted (0.06 ) (0.46 ) Loss per common share - basic and diluted $ (4.66 ) $ (18.09 ) |
Note 14 - Income Taxes
Note 14 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 14. INCOME TAXES The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company's U.S. net deferred tax assets. In future periods, tax benefits and related deferred tax assets will be recognized when management concludes realization of such amounts is more likely than not. Total net income tax expense of $0.5 million and $0.2 million were recorded to the income tax provision from continuing operations for the three March 31, 2023 , and March 31, 2022 |
Note 15- Accumulated Other Comp
Note 15- Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | 15. ACCUMULATED OTHER COMPREHENSIVE LOSS The components of accumulated other comprehensive loss are as follows: (in thousands) As of March 31, 2023 As of December 31, 2022 Foreign currency translation adjustment $ (673 ) $ (691 ) Accumulated other comprehensive loss $ (673 ) $ (691 ) |
Note 16 - Notes Payable and Lin
Note 16 - Notes Payable and Line of Credit | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 16. NOTES PAYABLE AND LINE OF CREDIT Notes payable is summarized as follows: (in thousands) As of March 31, 2023 As of December 31, 2022 Syndicated debt (1) $ 114,463 $ 114,725 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 69,168 69,168 Note Payable - financing notes (3) 887 2,210 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,480 3,480 Vehicle and equipment loans (5) 2,120 2,014 Non-recourse payable agreements (6) 5,220 10,400 Notes payable - Institutional investor (7) 75,677 60,780 Prepaid Advance agreement (8) - 1,829 Conditional settlement notes payable agreement (9) 1,500 2,250 Full Moon and CFS - loans to prior owners (10) 23 29 Subtotal 272,538 266,885 Unamortized prepaid financing fees (20,551 ) (21,649 ) Total long-term debt 251,987 245,236 Less: notes payable, current (250,711 ) (144,708 ) Notes payable, less current portion $ 1,276 $ 100,528 ( 1 On November 17, 2021, three may June 30, 2022. first 30 November 17, 2026, March 31, 2023 November 2022, first At March 31, 2023 not ( 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 $160.00 2022, The Company did not April 1, 2023 not April 1, 2023 September 30, 2023. 19 ( 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 a note payable in July 2022 one November 2022 two May 2023. ( 4 Includes two one second August 2021, second April 1, 2020 2022, no and will be making no ( 5 Includes vehicle and equipment loans with interest rates ranging from 0% 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, February 2023, 7 three three August 2023, March 31, 2023 ( 7 On December 20, 2021, February 24, 2023, may six 6 March 2023. 2.5% March 50% April 1, 2023. March 31, 2023. On December 9, 2022, December 2022. nine 18 December 9, 2022. may six 6 $2.5 December 2022. 2.5% January, February March 2023 50% April 1, 2023. March 31, 2023. On March 6, 2023, February 1, 2023. not June 30, 2023 no June 27, 2023. March 31, 2023 March 2023. 2.5% March 50% April 1, 2023. March 31, 2023. three June 30, 2023. 2023 8 March 13, 2023 ( 8 On August 18, 2022, “ may may five 5 no $8.00 October 27, 2022, February 2023 October 2022 no March 31, 2023. ( 9 In October 2020, zero two fourth 2021, first 2022, fourth 2022, first 2023. April 2023 April 2023 June 2023. March 31, 2023. ( 10 Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners. Line of Credit On August 19, 2021, November 2022, November 2023. March 31, 2023 zero March 31, 2023. |
Note 17 - Concentrations
Note 17 - Concentrations | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 17. CONCENTRATIONS The Company’s major product lines in 2022 2023 The Company had the following revenue concentrations by customer greater than 10% For the Three Months Ended March 31, Customer 2023 2022 Customer 1 19 % 28 % Customer 2 17 % <10% Customer 3 16 % 19 % Customer 4 15 % 14 % Total concentrations 67 % 61 % The Company did not 10% The Company had the following gross trade accounts receivable concentrations by customer greater than 10% As of March 31, As of December 31, Customer 2023 2022 Customer 1 18 % 26 % Customer 2 22 % 21 % Customer 3 <10% 11 % Customer 4 16 % 14 % Total concentrations 56 % 72 % The Company did not 10% For the three March 31, 2023 no three March 31, 2022 one |
Note 18 - Commitments and Conti
Note 18 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 18. COMMITMENTS AND CONTINGENCIES 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 their 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 may March 31, 2023 $5.0 million $1.5 million March 31, 2023 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, were 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 April 2023 19 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. In addition, Orbital Infrastructure Group, Inc. discloses matters for which management believes a material loss is at least reasonably possible. None may Financial Instrument Liabilities Seller Financed debt - financial instrument To the extent that the fair value of the shares of common stock previously issued to Tidal Power are less than $28,852,844 upon expiration of the restriction period on April 1, 2023, no $28,852,844. April 1, 2023 no March 31, 2023 not April 1, 2023 September 30, 2023. 19 12 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 $6.00 per share March 31, 2023 $0.6 million March 31, 2023 12 |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 19. SUBSEQUENT EVENTS Reverse Stock Split On April 18, 2023, 1 1, Following the Special Meeting, the board of directors of the Company approved a 1 40 April 21, 2023. Upon effectiveness of the Reverse Stock Split, every 40 one Shareholders who were entitled to receive fractional share interests of common stock in connection with the Reverse Stock Split (the “Fractional Shareholders”), had their fractional interest rounded up to the nearest whole number of shares (the “Rounded Up Shares”). The determination as to whether the Rounded Up Shares were issuable was based on the total number of shares of common stock that were being exchanged that were held by such Fractional Shareholder, not The purpose of the Reverse Stock Split was to increase the per share trading price of our common stock on the Nasdaq Capital Market to regain compliance with the Bid Price Rule. On May 8, 2023, It remains, that the Company is still deficient with the Market Value of Listed Securities (“MVLS”) requirement, as set forth in Nasdaq Listing Rule 5810 3 June 26, 2023 Front Line Seller Restriction Period Amendment On April 1, 2023 September 30, 2023. Settlement with Jingoli Power In April 2023, |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Reconciliation of Cash and Cash Equivalents from Balance Sheet to Cash Flow Statement [Table Text Block] | For the Three Months (in thousands) Ended March 31, 2023 2022 Cash and cash equivalents at beginning of period $ 21,489 $ 26,865 Restricted cash at beginning of period (1) 609 1,176 Cash, cash equivalents and restricted cash at beginning of period $ 22,098 $ 28,041 Cash and cash equivalents at end of period $ 23,993 $ 20,949 Restricted cash at end of period (1) 699 1,172 Cash, cash equivalents and restricted cash at end of period $ 24,692 $ 22,121 |
Schedule of Accrued Liabilities [Table Text Block] | (in thousands) March 31 December 31 2023 2022 Accrued bonding $ 1,962 $ 1,920 Accrued compensation 4,559 5,589 Working capital adjustment on Front Line Power Construction acquisition 4,592 4,592 Accrued interest payable 6,886 5,885 Accrued taxes payable 669 248 Accrued subcontractor expenses 16,274 11,299 Accrued union dues 874 937 Accrued vendor invoices and accrued other expenses 9,382 8,595 Total accrued expense $ 45,198 $ 39,065 |
Note 3 - Discontinued Operati_2
Note 3 - Discontinued Operations and Sale of a Business (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | As of As of March 31, December 31, (in thousands) 2023 2022 Carrying amounts of the major classes of assets included in discontinued operations: Property and equipment $ 1,385 $ 1,385 Other intangible assets 1,813 1,813 Total assets of the disposal group classified as held for sale $ 3,198 $ 3,198 (in thousands) For the Three Months Ended March 31, Major classes of line items constituting pretax loss from discontinued operations: 2023 2022 Revenues $ 85 $ 3,986 Cost of revenues (191 ) (2,694 ) Selling, general and administrative expense (162 ) (2,139 ) (Provision) credit for bad debt — (91 ) Interest expense — (7 ) Other expense — (8 ) Pretax loss from discontinued operations (268 ) (953 ) Income tax expense — — Total loss from discontinued operations $ (268 ) $ (953 ) |
Note 4 - Revenue From Contrac_2
Note 4 - Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | For the Three Months Ended March 31, (in thousands) 2023 2022 Total contract liabilities - beginning of period $ 10,218 $ 6,503 Other contract additions, net 1,701 6,905 Change in provision for loss (3,567 ) — Revenue recognized (5,652 ) (6,938 ) Total contract liabilities - end of period $ 2,700 $ 6,470 |
Disaggregation of Revenue [Table Text Block] | For the Three Months For the Three Months Ended March 31, 2023 Ended March 31, 2022 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Utilities $ 36,808 $ 214 $ — $ 37,022 $ 39,251 $ — $ — $ 39,251 Telecommunications 133 26,745 — 26,878 — 16,095 — 16,095 Renewables — — 14,929 14,929 — — 14,464 14,464 Other 1,357 — — 1,357 444 — — 444 Total revenues $ 38,298 $ 26,959 $ 14,929 $ 80,186 $ 39,695 16,095 $ 14,464 $ 70,254 For the Three Months For the Three Months Ended March 31, 2023 Ended March 31, 2022 (in thousands) Electric Power Telecommunications Renewables Total Electric Power Telecommunications Renewables Total Cost-plus contracts $ 15,268 $ — $ — $ 15,268 $ 17,237 $ 112 $ — $ 17,349 Fixed price contracts 6,187 1,291 14,929 22,407 7,742 2,319 14,464 24,525 Unit price contracts 16,843 25,668 — 42,511 14,716 13,664 — 28,380 Total revenues $ 38,298 $ 26,959 $ 14,929 $ 80,186 $ 39,695 $ 16,095 $ 14,464 $ 70,254 |
Note 5 - Inventories (Tables)
Note 5 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | As of March 31, As of December 31, (in thousands) 2023 2022 Raw materials $ 1,706 $ 1,338 Work-in-process 151 353 Total inventories $ 1,857 $ 1,691 |
Note 7 - Leases (Tables)
Note 7 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | (in thousands) 2023 (remaining period) $ 4,212 2024 4,619 2025 3,118 2026 2,616 2027 1,963 Thereafter 1,815 Interest portion (2,672 ) Total operating lease obligations $ 15,671 |
Lease, Cost and Other Lease Information [Table Text Block] | For the Three Months Ended March 31, (in thousands) 2023 2022 Operating lease cost $ 1,591 $ 1,623 Short-term lease cost 62 59 Variable lease cost 71 251 Sublease income (129 ) (129 ) Total lease cost $ 1,595 $ 1,804 Other information - Operating leases (in thousands) For the Three Months Ended March 31, 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows used in operating leases $ (1,526 ) $ (1,635 ) Right-of-use assets obtained in exchange for new operating lease obligations $ 240 $ 3,172 Weighted-average remaining lease term - operating leases (in years) 4.5 4.5 Weighted-average discount rate - operating leases 7.1 % 7.1 % For the Three Months Ended March 31, (in thousands) 2023 2022 Depreciation of financing lease assets $ 1,016 $ 1,308 Interest on lease liabilities 199 241 Total finance lease cost $ 1,215 $ 1,549 Other information - Financing leases For the Three Months Ended March 31, (in thousands) 2023 2022 Cash paid for amounts included in the measurement of lease obligations: Operating cash flows from financing leases $ (199 ) $ (241 ) Financing cash flows from financing leases $ (1,310 ) $ (1,212 ) Right-of-use assets obtained in exchange for new financing lease obligations $ 67 $ 837 Weighted-average remaining lease term - financing leases (in years) 2.4 2.8 Weighted-average discount rate - finance leases 6.5 % 6.5 % |
Finance Lease, Liability, to be Paid, Maturity [Table Text Block] | (in thousands) 2023 (remaining period) $ 4,658 2024 5,336 2025 1,945 2026 946 2027 48 Thereafter — Interest portion (1,188 ) Total financing lease obligations $ 11,745 |
Note 8 - Stock-based Compensa_2
Note 8 - Stock-based Compensation and Expense (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Number of restricted shares Weighted-average grant date fair value Non-vested shares, beginning of year 104,094 $ 55.35 Granted — — Vested (14,802 ) 78.70 Forfeited (2,147 ) 106.08 Non-vested shares, end of year 87,145 $ 50.13 |
Note 9 - Warrants (Tables)
Note 9 - Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Description Classification Exercise Price Expiration Date Balance December 31, 2022 Warrants Issued Warrants Exercised Warrants Expired Balance March 31, 2023 Warrants Liability $ 52.40 April 2027 403,846 - - - 403,846 Total 403,846 - - - 403,846 |
Note 10 - Segment Reporting (Ta
Note 10 - Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 38,298 $ 26,959 $ 14,929 $ — $ 80,186 Depreciation and amortization (1) 3,988 1,232 179 16 5,415 Interest expense 5,852 106 12 5,194 11,164 Income (loss) from operations 2,705 2,826 (4,613 ) (4,195 ) (3,277 ) Expenditures for long-lived assets 297 336 1 6 640 (in thousands) Electric Power Telecommunications Renewables Other Total Revenues from external customers $ 39,695 $ 16,095 $ 14,464 $ — $ 70,254 Depreciation and amortization (1) 6,975 1,091 608 16 8,690 Interest expense 4,071 37 2 3,929 8,039 Income (loss) from operations (711 ) 477 428 (1,982 ) (1,788 ) Expenditures for long-lived assets (2) 943 423 — 36 1,402 (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 162,779 $ 72,749 $ 17,297 $ 15,388 $ 268,213 Goodwill — — 7,006 — 7,006 Other intangible assets, net 83,955 23,705 1,285 — 108,945 (in thousands) Electric Power Telecommunications Renewables Other Total Segment assets $ 167,245 $ 67,920 $ 18,932 $ 17,474 $ 271,571 Goodwill — — 7,006 — 7,006 Other intangible assets, net 85,355 24,333 1,446 — 111,134 |
Note 12 - Fair Value Measurem_2
Note 12 - Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | (in thousands) March 31, 2023 Level 1 Level 2 Level 3 Total Contingent consideration $ — $ — $ 570 $ 570 Front Line Power Construction seller financed debt, net of discount — 69,000 — 69,000 Financial instrument liability - related to Syndicated debt — — 607 607 Financial instrument liability - related to Front Line Power Construction seller financed debt — — 44,785 44,785 Prepaid advance agreement — — — — Warrant liability — — 1,131 1,131 Total liabilities $ — $ 69,000 $ 47,092 $ 116,093 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 $ 46,575 $ 117,158 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | (in thousands) Financial Instrument Liability - related to Syndicated debt Balance at December 31, 2022 $ 536 Fair value adjustment to financial instrument liability 71 Balance at March 31, 2023 $ 607 (in thousands) Financial Instrument Liability - related to FLP seller financed debt Balance at December 31, 2022 $ 43,693 Fair value adjustment to financial instrument liability 1,093 Balance at March 31, 2023 $ 44,785 (In thousands) Warrant Liability Balance at December 31, 2022 $ 1,777 Fair value adjustment to warrant liability (646 ) Balance at December 31, 2022 $ 1,131 |
Note 13 - Loss Per Common Sha_2
Note 13 - Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Three Months (in thousands, except share and per share amounts) Ended March 31, 2023 2022 Loss from continuing operations, net of income taxes $ (20,257 ) $ (36,670 ) Loss from discontinued operations, net of income taxes (268 ) (953 ) Net loss $ (20,525 ) $ (37,623 ) Basic and diluted weighted average number of shares outstanding 4,327,323 2,078,168 Loss from continuing operations per common share - basic and diluted $ (4.60 ) $ (17.63 ) Loss from discontinued operations per common share - basic and diluted (0.06 ) (0.46 ) Loss per common share - basic and diluted $ (4.66 ) $ (18.09 ) |
Note 15- Accumulated Other Co_2
Note 15- Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | (in thousands) As of March 31, 2023 As of December 31, 2022 Foreign currency translation adjustment $ (673 ) $ (691 ) Accumulated other comprehensive loss $ (673 ) $ (691 ) |
Note 16 - Notes Payable and L_2
Note 16 - Notes Payable and Line of Credit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | (in thousands) As of March 31, 2023 As of December 31, 2022 Syndicated debt (1) $ 114,463 $ 114,725 Seller Financed notes payable - Front Line Power Construction, LLC acquisition (2) 69,168 69,168 Note Payable - financing notes (3) 887 2,210 Seller Financed notes payable - Reach Construction Group, LLC acquisition (4) 3,480 3,480 Vehicle and equipment loans (5) 2,120 2,014 Non-recourse payable agreements (6) 5,220 10,400 Notes payable - Institutional investor (7) 75,677 60,780 Prepaid Advance agreement (8) - 1,829 Conditional settlement notes payable agreement (9) 1,500 2,250 Full Moon and CFS - loans to prior owners (10) 23 29 Subtotal 272,538 266,885 Unamortized prepaid financing fees (20,551 ) (21,649 ) Total long-term debt 251,987 245,236 Less: notes payable, current (250,711 ) (144,708 ) Notes payable, less current portion $ 1,276 $ 100,528 |
Note 17 - Concentrations (Table
Note 17 - Concentrations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | For the Three Months Ended March 31, Customer 2023 2022 Customer 1 19 % 28 % Customer 2 17 % <10% Customer 3 16 % 19 % Customer 4 15 % 14 % Total concentrations 67 % 61 % As of March 31, As of December 31, Customer 2023 2022 Customer 1 18 % 26 % Customer 2 22 % 21 % Customer 3 <10% 11 % Customer 4 16 % 14 % Total concentrations 56 % 72 % |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions (Details Textual) | 3 Months Ended | 12 Months Ended | |||||
Jun. 11, 2022 GBP (£) | May 11, 2022 GBP (£) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Retained Earnings (Accumulated Deficit) | $ (507,286,000) | $ (487,121,000) | |||||
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent | (20,257,000) | $ (36,670,000) | |||||
Net Cash Provided by (Used in) Operating Activities | 775,000 | (1,565,000) | |||||
Working Capital | (302,600,000) | ||||||
Cash and Cash Equivalents, at Carrying Value | 23,993,000 | $ 20,949,000 | 21,489,000 | $ 26,865,000 | |||
Sale of Equity, Registration, Maximum Value | 64,000,000 | ||||||
Finance Lease, Impairment Loss | $ 4,500,000 | ||||||
Finance Lease, Future Payments | 4,400,000 | ||||||
Goodwill | 7,006,000 | 7,006,000 | |||||
Accrued Liabilities, Current | 45,198,000 | 39,065,000 | |||||
Trade Names [Member] | |||||||
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill) | 9,300,000 | ||||||
Customer Relationships [Member] | |||||||
Impairment of Intangible Assets, Finite-Lived | 4,300,000 | ||||||
Electric Power Segment [Member] | |||||||
Goodwill, Impairment Loss | 70,200,000 | ||||||
Goodwill | 0 | 0 | |||||
Telecommunications Segment [Member] | |||||||
Goodwill, Impairment Loss | $ 25,800,000 | ||||||
Goodwill | 0 | 0 | |||||
Orbital Solar Services [Member] | |||||||
Goodwill | $ 7 | $ 7,000,000 | |||||
Discontinued Operations, Disposed of by Sale [Member] | Orbital Gas Systems Limited [Member] | |||||||
Disposal Group, Including Discontinued Operation, Consideration | £ | £ 3,000,000 | ||||||
Proceeds from Divestiture of Businesses | £ | £ 1,425,000 | £ 1,575,000 | |||||
Royalty Payment, Percent of Gross Sales | 15% |
Note 1 - Nature of Operations_4
Note 1 - Nature of Operations, Basis of Presentation and Company Conditions - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Cash and cash equivalents at beginning of period | $ 23,993 | $ 21,489 | $ 20,949 | $ 26,865 | |
Restricted cash at beginning of period (1) | [1] | 699 | 609 | 1,172 | 1,176 |
Cash, cash equivalents and restricted cash at beginning of period | $ 24,692 | $ 22,098 | $ 22,121 | $ 28,041 | |
[1]Restrictions on cash at March 31, 2023 and March 31, 2022 relate to collateral for several bank-issued letters of credit for contract guaranties. |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued bonding | $ 1,962 | $ 1,920 |
Accrued compensation | 4,559 | 5,589 |
Working capital adjustment on Front Line Power Construction acquisition | 4,592 | 4,592 |
Accrued interest payable | 6,886 | 5,885 |
Accrued taxes payable | 669 | 248 |
Accrued subcontractor expenses | 16,274 | 11,299 |
Accrued union dues | 874 | 937 |
Accrued vendor invoices and accrued other expenses | 9,382 | 8,595 |
Total accrued expense | $ 45,198 | $ 39,065 |
Note 3 - Discontinued Operati_3
Note 3 - Discontinued Operations and Sale of a Business (Details Textual) - Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] - Orbital Gas Systems Limited [Member] $ in Thousands, £ in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 GBP (£) | |
Disposal Group, Including Discontinued Operation, Assets Held-for-sale Impairment | $ 9,200 | ||
Investment, Expected Net Realizable Value | $ 4,100 | £ 3 | |
Cash Provided by (Used in) Operating Activities, Discontinued Operations | $ 600 | ||
Cash Provided by (Used in) Investing Activities, Discontinued Operations | $ 0 |
Note 3 - Discontinued Operati_4
Note 3 - Discontinued Operations and Sale of a Business - Schedule of Discontinued Operations for Income Statement and Balance Sheet Disclosures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
(Provision) credit for bad debt | $ 0 | $ (91) | |
Pretax loss from discontinued operations | (268) | (953) | |
Total loss from discontinued operations | (268) | (953) | |
Discontinued Operations, Held-for-Sale [Member] | |||
Revenues | 85 | 3,986 | |
Cost of revenues | (191) | (2,694) | |
Selling, general and administrative expense | (162) | (2,139) | |
Interest expense | 0 | (7) | |
Other expense | 0 | (8) | |
Income tax expense | 0 | $ 0 | |
Discontinued Operations, Held-for-Sale [Member] | Orbital Gas Systems Limited [Member] | |||
Property and equipment | 1,385 | ||
Other intangible assets | 1,813 | ||
Total assets of the disposal group classified as held for sale | $ 3,198 | ||
Discontinued Operations, Held-for-Sale [Member] | Power and Electromechanical Business [Member] | |||
Property and equipment | $ 1,385 | ||
Other intangible assets | 1,813 | ||
Total assets of the disposal group classified as held for sale | $ 3,198 |
Note 4 - Revenue From Contrac_3
Note 4 - Revenue From Contracts With Customers (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2023 | |
Revenue, Remaining Performance Obligation, Amount | $ 142.2 | |
Delay Liquidated Damages, Capped, Percent | 15% | |
Liquidated Damages, Contract Price Reduced Amount | $ 17.1 | |
Catch-up Adjustment, Revenue Reduced Amount | $ 21.4 |
Note 4 - Revenue From Contrac_4
Note 4 - Revenue From Contracts With Customers - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total contract liabilities - beginning of period | $ 10,218 | $ 6,503 |
Other contract additions, net | 1,701 | 6,905 |
Change in provision for loss | (3,567) | 0 |
Revenue recognized | (5,652) | (6,938) |
Total contract liabilities - end of period | $ 2,700 | $ 6,470 |
Note 4 - Revenue From Contrac_5
Note 4 - Revenue From Contracts With Customers - Revenues Disaggregated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from external customers | $ 80,186 | $ 70,254 |
Public Utilities [Member] | ||
Revenues from external customers | 37,022 | 39,251 |
Telecommunications [Member] | ||
Revenues from external customers | 26,878 | 16,095 |
Renewables [Member] | ||
Revenues from external customers | 14,929 | 14,464 |
Product and Service, Other [Member] | ||
Revenues from external customers | 1,357 | 444 |
Time-and-Materials Contract [Member] | ||
Revenues from external customers | 15,268 | 17,349 |
Fixed-Price Contract [Member] | ||
Revenues from external customers | 22,407 | 24,525 |
Unit Price Contract [Member] | ||
Revenues from external customers | 42,511 | 28,380 |
Electric Power Segment [Member] | ||
Revenues from external customers | 38,298 | 39,695 |
Electric Power Segment [Member] | Public Utilities [Member] | ||
Revenues from external customers | 36,808 | 39,251 |
Electric Power Segment [Member] | Telecommunications [Member] | ||
Revenues from external customers | 133 | 0 |
Electric Power Segment [Member] | Renewables [Member] | ||
Revenues from external customers | 0 | 0 |
Electric Power Segment [Member] | Product and Service, Other [Member] | ||
Revenues from external customers | 1,357 | 444 |
Electric Power Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 15,268 | 17,237 |
Electric Power Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 6,187 | 7,742 |
Electric Power Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 16,843 | 14,716 |
Telecommunications Segment [Member] | ||
Revenues from external customers | 26,959 | 16,095 |
Telecommunications Segment [Member] | Public Utilities [Member] | ||
Revenues from external customers | 214 | 0 |
Telecommunications Segment [Member] | Telecommunications [Member] | ||
Revenues from external customers | 26,745 | 16,095 |
Telecommunications Segment [Member] | Renewables [Member] | ||
Revenues from external customers | 0 | 0 |
Telecommunications Segment [Member] | Product and Service, Other [Member] | ||
Revenues from external customers | 0 | 0 |
Telecommunications Segment [Member] | Time-and-Materials Contract [Member] | ||
Revenues from external customers | 0 | 112 |
Telecommunications Segment [Member] | Fixed-Price Contract [Member] | ||
Revenues from external customers | 1,291 | 2,319 |
Telecommunications Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | 25,668 | 13,664 |
Renewables Segment [Member] | ||
Revenues from external customers | 14,929 | 14,464 |
Renewables Segment [Member] | Public Utilities [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables Segment [Member] | Telecommunications [Member] | ||
Revenues from external customers | 0 | 0 |
Renewables Segment [Member] | Renewables [Member] | ||
Revenues from external customers | 14,929 | 14,464 |
Renewables Segment [Member] | Product and Service, Other [Member] | ||
Revenues from external customers | 0 | 0 |
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 | 14,929 | 14,464 |
Renewables Segment [Member] | Unit Price Contract [Member] | ||
Revenues from external customers | $ 0 | $ 0 |
Note 5 - Inventories - Inventor
Note 5 - Inventories - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Raw materials | $ 1,706 | $ 1,338 |
Work-in-process | 151 | 353 |
Total inventories | $ 1,857 | $ 1,691 |
Note 6 - Investments (Details T
Note 6 - Investments (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Equity Method Investments | $ 1,063 | $ 1,063 |
Virtual Power Systems [Member] | ||
Equity Method Investments | $ 1,100 | $ 1,100 |
Note 7 - Leases (Details Textua
Note 7 - Leases (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finance Lease, Interest Expense | $ 199 | $ 241 |
Cost of Sales; Selling, General and Administrative Expense; and Other Income (Expense) [Member] | ||
Operating Lease, Expense | 1,600 | 1,800 |
Depreciation in Cost of Sales and Interest Expense [Member] | ||
Finance Lease, Interest Expense | $ 1,200 | $ 1,500 |
Note 7 - Leases - Future Minimu
Note 7 - Leases - Future Minimum Operating Lease Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
2023 (remaining period) | $ 4,212 |
2024 | 4,619 |
2025 | 3,118 |
2026 | 2,616 |
2027 | 1,963 |
Thereafter | 1,815 |
Interest portion | (2,672) |
Operating Lease Obligations [Member] | |
Total operating lease obligations | $ 15,671 |
Note 7 - Leases - Lease Cost an
Note 7 - Leases - Lease Cost and Other Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating lease cost | $ 1,591 | $ 1,623 |
Short-term lease cost | 62 | 59 |
Variable lease cost | 71 | 251 |
Sublease income | (129) | (129) |
Total lease cost | 1,595 | 1,804 |
Operating cash flows used in operating leases | (1,526) | (1,635) |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 240 | $ 3,172 |
Weighted-average remaining lease term - operating leases (in years) (Year) | 4 years 6 months | 4 years 6 months |
Weighted-average discount rate - operating leases | 7.10% | 7.10% |
Depreciation of financing lease assets | $ 1,016 | $ 1,308 |
Interest on lease liabilities | 199 | 241 |
Total finance lease cost | 1,215 | 1,549 |
Operating cash flows from financing leases | (199) | (241) |
Financing cash flows from financing leases | (1,310) | (1,212) |
Right-of-use assets obtained in exchange for new financing lease obligations | $ 67 | $ 837 |
Weighted-average remaining lease term - financing leases (in years) (Year) | 2 years 4 months 24 days | 2 years 9 months 18 days |
Weighted-average discount rate - finance leases | 6.50% | 6.50% |
Note 7 - Leases - Future Mini_2
Note 7 - Leases - Future Minimum Finance Lease Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
2023 (remaining period) | $ 4,658 |
2024 | 5,336 |
2025 | 1,945 |
2026 | 946 |
2027 | 48 |
Thereafter | 0 |
Interest portion | (1,188) |
Total financing lease obligations | $ 11,745 |
Note 8 - Stock-based Compensa_3
Note 8 - Stock-based Compensation and Expense (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Payment Arrangement, Expense | $ 600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 0 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 3,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Granted | $ 16,400 | ||
Share-Based Payment Arrangement, Expense (Reversal) | $ 0 | $ (3,900) | |
Share-Based Payment Arrangement, Reversal of Expense | $ 5,200 | ||
Restricted Stock [Member] | Vesting April 2021 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Restricted Stock [Member] | Vesting April 2022 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | ||
Restricted Stock [Member] | Vesting April 2023 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% |
Note 8 - Stock-based Compensa_4
Note 8 - Stock-based Compensation and Expense - Changes to Non-vested Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Non-vested shares, balance (in shares) | shares | 104,094 |
Non-vested shares, fair value price per share (in dollars per share) | $ / shares | $ 55.35 |
Forfeited (in shares) | shares | (2,147) |
Forfeited (in dollars per share) | $ / shares | $ 106.08 |
Restricted Stock Units (RSUs) [Member] | |
Granted (in shares) | shares | 0 |
Granted, fair value price per share (in dollars per share) | $ / shares | $ 0 |
Vested (in shares) | shares | (14,802) |
Vested, fair value price per share (in dollars per share) | $ / shares | $ 78.70 |
Non-vested shares, balance (in shares) | shares | 87,145 |
Non-vested shares, fair value price per share (in dollars per share) | $ / shares | $ 50.13 |
Note 9 - Warrants (Details Text
Note 9 - Warrants (Details Textual) - $ / shares | Apr. 28, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||
Prefunded Warrant [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 178,847 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 52 | $ 4 | ||
Accompanying Warrant [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 403,846 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 51.996 | |||
Accompanying Warrants with Securities Purchase Agreement [Member] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 52.40 | |||
Warrants and Rights Outstanding, Term (Year) | 5 years | |||
Securities Purchase Agreement [Member] | ||||
Stock Issued During Period, Shares, New Issues (in shares) | 225,000 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 |
Note 9 - Warrants - Warrants Ou
Note 9 - Warrants - Warrants Outstanding and Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Balance (in shares) | 403,846 |
Issued (in shares) | 0 |
Exercised (in shares) | 0 |
Expired (in shares) | 0 |
Balance (in shares) | 403,846 |
Warrants [Member] | |
Exercise price (in dollars per share) | $ / shares | $ 52.40 |
Balance (in shares) | 403,846 |
Issued (in shares) | 0 |
Exercised (in shares) | 0 |
Expired (in shares) | 0 |
Balance (in shares) | 403,846 |
Note 10 - Segment Reporting (De
Note 10 - Segment Reporting (Details Textual) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |||
Number of Operating Segments | 5 | |||
Number of Reportable Segments | 3 | |||
Depreciation, Depletion and Amortization | $ 5,415 | [1] | $ 8,690 | [2] |
Electric Power Segment [Member] | ||||
Depreciation, Depletion and Amortization | 3,988 | [1] | 6,975 | [2] |
Electric Power Segment [Member] | Cost of Sales [Member] | ||||
Depreciation, Depletion and Amortization | 2,600 | 3,200 | ||
Telecommunications Segment [Member] | ||||
Depreciation, Depletion and Amortization | 1,232 | [1] | 1,091 | [2] |
Telecommunications Segment [Member] | Cost of Sales [Member] | ||||
Depreciation, Depletion and Amortization | 180 | 200 | ||
Renewables Segment [Member] | ||||
Depreciation, Depletion and Amortization | 179 | [1] | 608 | [2] |
Renewables Segment [Member] | Cost of Sales [Member] | ||||
Depreciation, Depletion and Amortization | 5,000 | |||
Other Segments [Member] | ||||
Depreciation, Depletion and Amortization | $ 16 | [1] | 16 | [2] |
Other Segments [Member] | Discontinued Operations, Held-for-Sale or Disposed of by Sale [Member] | ||||
Disposal Group, Including Discontinued Operation, Expenditures for Long-lived Assets | $ 10 | |||
[1]For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.[2]For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations. |
Note 10 - Segment Reporting - S
Note 10 - Segment Reporting - Segment Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |||
Revenues from external customers | $ 80,186 | $ 70,254 | |||
Depreciation, Depletion and Amortization | 5,415 | [1] | 8,690 | [2] | |
Interest expense | 11,164 | 8,039 | |||
Income (loss) from operations | (3,277) | (1,788) | |||
Expenditures for long-lived assets | 640 | 1,402 | [3] | ||
Segment assets | 268,213 | $ 271,571 | |||
Goodwill | 7,006 | 7,006 | |||
Other intangible assets, net | 108,945 | 111,134 | |||
Electric Power Segment [Member] | |||||
Revenues from external customers | 38,298 | 39,695 | |||
Depreciation, Depletion and Amortization | 3,988 | [1] | 6,975 | [2] | |
Interest expense | 5,852 | 4,071 | |||
Income (loss) from operations | 2,705 | (711) | |||
Expenditures for long-lived assets | 297 | 943 | [3] | ||
Segment assets | 162,779 | 167,245 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 83,955 | 85,355 | |||
Telecommunications Segment [Member] | |||||
Revenues from external customers | 26,959 | 16,095 | |||
Depreciation, Depletion and Amortization | 1,232 | [1] | 1,091 | [2] | |
Interest expense | 106 | 37 | |||
Income (loss) from operations | 2,826 | 477 | |||
Expenditures for long-lived assets | 336 | 423 | [3] | ||
Segment assets | 72,749 | 67,920 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 23,705 | 24,333 | |||
Renewables Segment [Member] | |||||
Revenues from external customers | 14,929 | 14,464 | |||
Depreciation, Depletion and Amortization | 179 | [1] | 608 | [2] | |
Interest expense | 12 | 2 | |||
Income (loss) from operations | (4,613) | 428 | |||
Expenditures for long-lived assets | 1 | 0 | [3] | ||
Segment assets | 17,297 | 18,932 | |||
Goodwill | 7,006 | 7,006 | |||
Other intangible assets, net | 1,285 | 1,446 | |||
Other Segments [Member] | |||||
Revenues from external customers | 0 | 0 | |||
Depreciation, Depletion and Amortization | 16 | [1] | 16 | [2] | |
Interest expense | 5,194 | 3,929 | |||
Income (loss) from operations | (4,195) | (1,982) | |||
Expenditures for long-lived assets | 6 | $ 36 | [3] | ||
Segment assets | 15,388 | 17,474 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | $ 0 | $ 0 | |||
[1]For the Electric Power segment, the Telecommunications segment, and the Renewables segment, depreciation and amortization includes $2.6 million, $0.18 million and $5 thousand respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.[2]For the Electric Power segment and the Telecommunications segment, depreciation and amortization includes $3.2 million and $0.2 million respectively, which was included in cost of revenues in the Condensed Consolidated Statement of Operations.[3]Includes purchases of property, plant and equipment and other intangible assets. The Other category includes expenditures for discontinued operations of $10 thousand. |
Note 12 - Fair Value Measurem_3
Note 12 - Fair Value Measurements - Fair Value Hierarchy for Cash Equivalents, Marketable Securities and Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Contingent consideration | $ 570 | $ 570 |
Warrant liability | 1,131 | 1,777 |
Total liabilities | 116,093 | 117,158 |
Warrant Liability [Member] | ||
Warrant liability | 1,131 | 1,777 |
Front Line Power Seller Notes [Member] | ||
Debt Instrument, Fair Value Disclosure | 69,000 | 68,753 |
Syndicated Term Note [Member] | ||
Debt Instrument, Fair Value Disclosure | 607 | 536 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Debt Instrument, Fair Value Disclosure | 44,785 | 43,693 |
Prepaid Advance Agreement [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 1,829 |
Fair Value, Inputs, Level 1 [Member] | ||
Contingent consideration | 0 | 0 |
Total liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Warrant Liability [Member] | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Front Line Power Seller Notes [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Syndicated Term Note [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Prepaid Advance Agreement [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Contingent consideration | 0 | 0 |
Total liabilities | 69,000 | 70,582 |
Fair Value, Inputs, Level 2 [Member] | Warrant Liability [Member] | ||
Warrant liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Front Line Power Seller Notes [Member] | ||
Debt Instrument, Fair Value Disclosure | 69,000 | 68,753 |
Fair Value, Inputs, Level 2 [Member] | Syndicated Term Note [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Prepaid Advance Agreement [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 1,829 |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration | 570 | 570 |
Total liabilities | 47,092 | 46,575 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Warrant liability | 1,131 | 1,777 |
Fair Value, Inputs, Level 3 [Member] | Front Line Power Seller Notes [Member] | ||
Debt Instrument, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Syndicated Term Note [Member] | ||
Debt Instrument, Fair Value Disclosure | 607 | 536 |
Fair Value, Inputs, Level 3 [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||
Debt Instrument, Fair Value Disclosure | 44,785 | 43,693 |
Fair Value, Inputs, Level 3 [Member] | Prepaid Advance Agreement [Member] | ||
Debt Instrument, Fair Value Disclosure | $ 0 | $ 0 |
Note 12 - Fair Value Measurem_4
Note 12 - Fair Value Measurements - Reconciliation of Changes in Fair Value (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Warrant Liability [Member] | |
Fair value adjustment to financial instrument liability | $ (646) |
Balance | 1,131 |
Long-Term Debt [Member] | Syndicated Term Note [Member] | |
Balance | 536 |
Fair value adjustment to financial instrument liability | 71 |
Balance | 607 |
Derivative Financial Instruments, Liabilities [Member] | Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |
Balance | 43,693 |
Fair value adjustment to financial instrument liability | 1,093 |
Balance | $ 44,785 |
Note 13 - Loss Per Common Sha_3
Note 13 - Loss Per Common Share (Details Textual) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 5 | 5 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 400 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 87 | 0 |
Note 13 - Loss Per Common Sha_4
Note 13 - Loss Per Common Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Loss from continuing operations, net of income taxes | $ (20,257) | $ (36,670) |
Loss from discontinued operations, net of income taxes | (268) | (953) |
Net loss | $ (20,525) | $ (37,623) |
Basic and diluted weighted average number of shares outstanding (in shares) | 4,327,323 | 2,078,168 |
Loss from continuing operations per common share - basic and diluted (in dollars per share) | $ (4.60) | $ (17.63) |
Loss from discontinued operations per common share - basic and diluted (in dollars per share) | (0.06) | (0.46) |
Loss per common share - basic and diluted (in dollars per share) | $ (4.66) | $ (18.09) |
Note 14 - Income Taxes (Details
Note 14 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Expense (Benefit) | $ 536 | $ 241 |
Effective Income Tax Rate Reconciliation, Percent | (2.70%) | (0.70%) |
Note 15 - Accumulated Other Com
Note 15 - Accumulated Other Comprehensive Loss - Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Foreign currency translation adjustment | $ (673) | $ (691) |
Accumulated other comprehensive loss | $ (673) | $ (691) |
Note 16 - Notes Payable and L_3
Note 16 - Notes Payable and Line of Credit (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||||||||||||||||||||||||
Apr. 01, 2023 | Mar. 06, 2023 | Feb. 24, 2023 | Dec. 31, 2022 | Dec. 09, 2022 | May 06, 2022 | Dec. 10, 2021 | Nov. 17, 2021 | Aug. 19, 2021 | Apr. 01, 2020 | Apr. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2022 | Nov. 30, 2021 | Aug. 31, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2023 | Sep. 30, 2022 | Aug. 18, 2022 | Jul. 31, 2022 | Dec. 20, 2021 | Dec. 31, 2020 | Oct. 30, 2020 | ||
Long-term Debt, Total | $ 245,236,000 | $ 251,987,000 | $ 245,236,000 | $ 251,987,000 | $ 245,236,000 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | (583,000) | $ (26,019,000) | ||||||||||||||||||||||||||||
Long-Term Debt, Gross | $ 266,885,000 | $ 272,538,000 | $ 266,885,000 | 272,538,000 | $ 266,885,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,224,000 | 1,635,000 | ||||||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Line of Credit [Member] | GTS Subsidiary [Member] | ||||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | |||||||||||||||||||||||||||||
Long-Term Line of Credit, Total | $ 4,000,000 | |||||||||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 0 | |||||||||||||||||||||||||||||
Exchange Agreement to Reduce Principal on Seller-financed Note Payable [Member] | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 3,895 | |||||||||||||||||||||||||||||
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 | $ 14,900,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | |||||||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt, Total | $ (94,000) | |||||||||||||||||||||||||||||
Syndicated Lenders [Member] | ||||||||||||||||||||||||||||||
Payments for Working Capital Adjustment | $ 9,500,000 | |||||||||||||||||||||||||||||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Line of Credit [Member] | GTS Subsidiary [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.05% | |||||||||||||||||||||||||||||
Syndicated Term Note [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 6 | $ 6 | ||||||||||||||||||||||||||||
Long-Term Debt, Gross | [1] | $ 114,725,000 | $ 114,463,000 | $ 114,725,000 | $ 114,463,000 | $ 114,725,000 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Long-Term Debt, Current Maturities | 96,500,000 | 96,500,000 | ||||||||||||||||||||||||||||
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 | 15,000,000 | $ 20,000,000 | ||||||||||||||||||||||||||||
Payments for Additional Consideration | 28,852,844 | |||||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | Minimum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Payments for Additional Consideration | $ 17,635,228 | |||||||||||||||||||||||||||||
Unsecured Promissory Note With Tidal Power Group [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Payments for Additional Consideration | $ 28,852,844 | |||||||||||||||||||||||||||||
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) | $ 160 | |||||||||||||||||||||||||||||
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 | 69,168,000 | 69,168,000 | ||||||||||||||||||||||||
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 | 2,120,000 | 2,014,000 | 2,120,000 | 2,014,000 | ||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0% | |||||||||||||||||||||||||||||
Vehicle and Equipment loans [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.15% | |||||||||||||||||||||||||||||
Refinanced Agreement [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 11,400,000 | 11,400,000 | $ 11,400,000 | $ 1,800,000 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 260,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 164% | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 1,400,000 | $ 3,600,000 | 1,400,000 | |||||||||||||||||||||||||||
Debt Instrument, Effective Interest Rate for Discount Amortization | 94% | 94% | 94% | |||||||||||||||||||||||||||
Long-Term Debt, Gross | 3,800,000 | 3,800,000 | ||||||||||||||||||||||||||||
New Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 1,250,000 | 2,500,000 | ||||||||||||||||||||||||||||
Long-Term Debt, Gross | 15,400,000 | 15,400,000 | ||||||||||||||||||||||||||||
Debt Instrument, Redemption Price, Percentage | 115% | |||||||||||||||||||||||||||||
Debt Instrument, Liquidated Damages | 4,000,000 | |||||||||||||||||||||||||||||
Forbearance and Investment Agreement [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | 42,100,000 | |||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 2.5 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 350,000 | |||||||||||||||||||||||||||||
Long-Term Debt, Gross | 48,600,000 | 48,600,000 | ||||||||||||||||||||||||||||
Debt Instrument, Liquidated Damages | 3.4 | |||||||||||||||||||||||||||||
Debt Instrument, Additional Funds | 5,000,000 | |||||||||||||||||||||||||||||
Debt Issuance Costs, Gross | $ 50,000 | |||||||||||||||||||||||||||||
Debt Instrument, Prepaid Option, Percentage Paid on Elected Prepaid Amount. | 115% | |||||||||||||||||||||||||||||
Unsecured Investor Note [Member] | ||||||||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 36,700,000 | |||||||||||||||||||||||||||||
Amended and Restated Secured Promissory Note [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 20,900,000 | |||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | 2,500,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | |||||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 2,900,000 | |||||||||||||||||||||||||||||
Long-Term Debt, Gross | 10,600,000 | 10,600,000 | ||||||||||||||||||||||||||||
Debt Instrument, Liquidated Damages | 3,000,000 | |||||||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 3,000,000 | |||||||||||||||||||||||||||||
Proceeds from Issuance of Debt | 4,250,000 | 9,750,000 | ||||||||||||||||||||||||||||
Debt Instrument, Restructuring Fee | 1,500,000 | |||||||||||||||||||||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 13,800,000 | |||||||||||||||||||||||||||||
Prepaid Advance Agreement [Member] | ||||||||||||||||||||||||||||||
Long-Term Debt, Gross | [4] | $ 1,829,000 | $ 0 | $ 1,829,000 | 0 | $ 1,829,000 | ||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||
Conditional Settlement Agreement [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||||||||||||||||||||||||
Repayments of Debt | $ 750,000 | $ 250,000 | $ 500,000 | $ 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] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5% | |||||||||||||||||||||||||||||
Repayments of Debt | $ 1,500,000 | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 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 | 17.38% | 17.38% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 23.50% | 23.50% | ||||||||||||||||||||||||||||
Alter Domus and Various Lenders [Member] | Financing Acquisition Term Loan [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [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% | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
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 March 31, 2023 was 17.38% with an effective rate of 23.5%. 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 March 31, 2023 the Company was not in compliance with all debt covenants and as such, has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.[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 $160.00 per share after the effects of the reverse stock split, 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 $160.00 per common share after the effects of the reverse stock split. 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. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.[3]Includes vehicle and equipment loans with interest rates ranging from 0% to 9.15%.[4]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 $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023. |
Note 16 - Notes Payable and L_4
Note 16 - Notes Payable and Line of Credit - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | |
Long-term Debt, gross | $ 272,538 | $ 266,885 | |
Unamortized prepaid financing fees | (20,551) | (21,649) | |
Total long-term debt | 251,987 | 245,236 | |
Less: notes payable, current | (250,711) | (144,708) | |
Notes payable, less current portion | 1,276 | 100,528 | |
Syndicated Term Note [Member] | |||
Long-term Debt, gross | [1] | 114,463 | 114,725 |
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | |||
Long-term Debt, gross | [2] | 69,168 | 69,168 |
Financing Note [Member] | |||
Long-term Debt, gross | [3] | 887 | 2,210 |
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] | 2,120 | 2,014 |
Non-Recourse Payable Agreement [Member] | |||
Long-term Debt, gross | [6] | 5,220 | 10,400 |
The Investor Note [Member] | |||
Long-term Debt, gross | [7] | 75,677 | 60,780 |
Prepaid Advance Agreement [Member] | |||
Long-term Debt, gross | [8] | 0 | 1,829 |
Conditional Settlement Notes Payable Agreement [Member] | |||
Long-term Debt, gross | [9] | 1,500 | 2,250 |
Full Moon - Loan to Prior Owner [Member] | |||
Long-term Debt, gross | [10] | $ 23 | $ 29 |
[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 March 31, 2023 was 17.38% with an effective rate of 23.5%. 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 March 31, 2023 the Company was not in compliance with all debt covenants and as such, has reclassified the $96.5 million long-term balance of the term loan net of discount to current liabilities.[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 $160.00 per share after the effects of the reverse stock split, 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 $160.00 per common share after the effects of the reverse stock split. 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. The Company did not make the required cash payments on April 1, 2023 and is in default on the unsecured promissory notes but received a verbal forbearance from the note holders. The Company did not issue make-whole shares upon the April 1, 2023 expiration of the restriction period and effected an agreement to extend the restriction period to September 30, 2023. See Note 19 - Subsequent Events for additional information.[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 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 3,895 shares of common stock after the effects of the reverse stock split 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 and will be making no payments toward this obligation until legal determinations have been made.[5]Includes vehicle and equipment loans with interest rates ranging from 0% 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 out 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 were being amortized at a 94% effective interest rate. In February 2023, in order to remove certain liens associated with these obligations, proceeds from a new note with the institutional investor in item 7 below, were used to pay down an additional amount toward these three collective agreements of $1.8 million which created a new weighted-average effective interest rate across the three agreements of 164% and will cause the agreements to be paid off by the end of August 2023, prior to the original maturity. The combined carrying value of the agreements net of the approximately $1.4 million of original issue discounts at March 31, 2023 was $3.8 million.[7]On December 20, 2021, the Company completed a note payable agreement with an institutional investor, as replaced on February 24, 2023, to surrender the original Unsecured Note with a Secured Promissory Note, with a face amount of $14.9 million and a stated interest rate of 9.0%. As part of the cancellation of the old note, the company recognized a $94 thousand loss on extinguishment. We may prepay all or a portion of the outstanding obligations under the note at a price equal to 115% of the amount we elect to prepay. Beginning six (6) months from the purchase price date of the new note, 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 monthly maximum redemption amount of $1.25 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $15.4 million as of March 31, 2023. On December 9, 2022, the Company entered into a Forbearance and Investment Agreement with the same institutional investor and its successors and/or assigns pursuant to which the Company issued a Secured Promissory Note in the face amount of $42.1 million. The 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 in December of 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 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 from the purchase price date of the new note, 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 monthly maximum redemption amount of $2.5 million per calendar month, by providing Company with a "Redemption Notice". This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting December 2022. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in January, February and March of 2023 and recorded liquidated damages in other expense in the amount of $3.4 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $48.6 million as of March 31, 2023. On March 6, 2023, the Company entered into an Amended and Restated Secured Promissory Note, which was a replacement and substitution for a Secured Promissory Note issued to the institutional investor by the Company on February 1, 2023. The restated note has a face value of up to $20.9 million, a 9% stated interest rate, and carries an original issue discount of up to $2.9 million, of which, $.3 million was already earned as of the restatement date due to original cash draws received of $4.25 million and $1.5 million was associated with a restructuring fee. Additional draws are not to exceed $13.8 million and are subject to draw conditions. The outstanding balance shall be repaid on or before June 30, 2023 provided that no draws are advanced to the Company after June 27, 2023. Draws on this note through March 31, 2023 total $9.75 million in cash proceeds. This note contains a debt reduction clause whereby the Company has agreed to make payments on all of its outstanding agreements with the investor totaling at least $2.5 million per month starting March 2023. If the Company fails to make the required payments, the investor's sole and exclusive remedy is to require, as liquidated damages, a 2.5% increase to the outstanding balance for such month on this note. The Company failed to make the required payments in March and recorded liquidated damages in other expense in the amount of $.3 million, which was added to the principal amount of the note. The note also calls for a mandatory prepayment of 50% of the unpaid principal balance on April 1, 2023. The carrying value of the note is $10.6 million as of March 31, 2023. Pursuant to the restated note, the investor agreed to forebear from calling certain defaults against the Company applicable to all three of the outstanding notes prior to June 30, 2023. The agreement contains milestone events and deadlines which require the Company to pursue divestment of certain businesses in 2023 or incur penalties. Refer to the Company's Current Report on Form 8-K dated March 13, 2023 for further details.[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 $8.00 per share after the effects of the reverse stock split. The Company elected the fair value option for this agreement with the debt being marked to market on a quarterly basis. The discount was amortized through interest expense over the life of the loan. The note had an original maturity date of October 27, 2022, which was extended to February 2023 in October 2022 and was paid off and has no carrying balance as of March 31, 2023.[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 was amended to be two and a half years. The Company made a $500,000 payment in the fourth quarter of 2021, $500,000 in payments in the first quarter of 2022, a $250,000 payment in the fourth quarter of 2022, and $750,000 in payments in the first quarter of 2023. The Company was scheduled to make the final payment of $1.5 million plus accrued interest in April 2023 but amended the agreement in April 2023 to adjust the maturity to June 2023. The amendment also applies a 5% interest rate from the date of the amendment to the outstanding principal balance which was $1.5 million as of March 31, 2023.[10]Represents Coax Fiber Solutions opening balance sheet loans to prior Coax Fiber Solutions owners. |
Note 17 - Concentrations (Detai
Note 17 - Concentrations (Details Textual) - Supplier Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Number of Supplier | 1 |
One Supplier [Member] | |
Concentration Risk, Percentage | 12% |
Note 17 - Concentrations - Conc
Note 17 - Concentrations - Concentration Risk (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Customer One [Member] | |||
Concentration risk, percentage | 19% | 28% | |
Revenue Benchmark [Member] | Customer Two [Member] | |||
Concentration risk, percentage | 17% | 10% | |
Revenue Benchmark [Member] | Customer Four [Member] | |||
Concentration risk, percentage | 15% | 14% | |
Revenue Benchmark [Member] | Customer Three [Member] | |||
Concentration risk, percentage | 16% | 19% | |
Revenue Benchmark [Member] | Nine Customers [Member] | |||
Concentration risk, percentage | 67% | 61% | |
Accounts Receivable [Member] | Customer One [Member] | |||
Concentration risk, percentage | 18% | 26% | |
Accounts Receivable [Member] | Customer Two [Member] | |||
Concentration risk, percentage | 11% | ||
Accounts Receivable [Member] | Customer Four [Member] | |||
Concentration risk, percentage | 22% | 21% | |
Accounts Receivable [Member] | Customer Three [Member] | |||
Concentration risk, percentage | 16% | 14% | |
Accounts Receivable [Member] | Four Customers [Member] | |||
Concentration risk, percentage | 56% | 72% |
Note 18 - Commitments and Con_2
Note 18 - Commitments and Contingencies (Details Textual) - USD ($) | 3 Months Ended | |||
Apr. 01, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Performance and Payment Bonds Outstanding Amount | $ 5,000,000 | |||
Letters of Credit Outstanding, Amount | 1,500,000 | |||
Unsecured Promissory Note With Tidal Power Group [Member] | ||||
Payments for Additional Consideration | $ 28,852,844 | |||
Unsecured Promissory Note With Tidal Power Group [Member] | Subsequent Event [Member] | Maximum [Member] | ||||
Payments for Additional Consideration | $ 28,852,844 | |||
Unsecured Promissory Note With Tidal Power Group [Member] | Subsequent Event [Member] | Minimum [Member] | ||||
Payments for Additional Consideration | $ 17,635,228 | |||
Seller Financed Notes Payable - Front Line Power Acquisition [Member] | ||||
Debt Instrument, Fair Value Disclosure | 44,785,000 | $ 43,693,000 | ||
Syndicated Term Note [Member] | ||||
Debt Instrument, Fair Value Disclosure | $ 607,000 | $ 536,000 | ||
Debt Instrument, Share Price Covenant (in dollars per share) | $ 6 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions | 1 Months Ended | |
Apr. 18, 2023 | Apr. 30, 2023 USD ($) | |
Jingoli Power, LLC [Member] | ||
Litigation Settlement, Amount Awarded to Other Party | $ 34 | |
Reverse Stock Split [Member] | Minimum [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | |
Reverse Stock Split [Member] | Maximum [Member] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 40 |