Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2019 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Infrastructure & Energy Alternatives, Inc. |
Entity Central Index Key | 0001652362 |
Document Type | S-1/A |
Entity Filer Category | Non-accelerated Filer |
Document Period End Date | Sep. 30, 2019 |
Amendment Flag | false |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 71,311 | $ 4,877 |
Accounts receivable, net | 225,366 | 60,981 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 47,121 | 18,613 |
Prepaid expenses and other current assets | 12,864 | 862 |
Total current assets | 356,662 | 85,333 |
Property, plant and equipment, net | 176,178 | 30,905 |
Intangible assets, net | 50,874 | 69 |
Goodwill | 40,257 | 3,020 |
Company-owned life insurance | 3,854 | 4,250 |
Deferred income taxes | 11,215 | 3,080 |
Other assets | 188 | 46 |
Total assets | 639,228 | 126,703 |
Current liabilities: | ||
Accounts payable | 158,075 | 23,880 |
Accrued liabilities | 94,059 | 46,150 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 62,234 | 7,398 |
Current portion of capital lease obligations | 17,615 | 4,691 |
Line of credit - short-term | 0 | 33,674 |
Current portion of long-term debt | 32,580 | 0 |
Total current liabilities | 364,563 | 115,793 |
Capital lease obligations, less current portion | 45,912 | 15,899 |
Long-term debt, less current portion | 295,727 | 0 |
Deferred compensation | 6,157 | 5,030 |
Contingent consideration | 23,082 | 0 |
Total liabilities | 735,441 | 136,722 |
Commitments and contingencies | ||
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 34,965 shares and 34,965 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 34,965 | 0 |
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value per share; 100,000,000 shares authorized; 22,155,271 and 21,577,650 shares issued and outstanding at December 31, 2018 and 2017, respectively | 2 | 2 |
Additional paid-in capital | 4,751 | 0 |
Accumulated deficit | (135,931) | (10,021) |
Total stockholders' equity (deficit) | (131,178) | (10,019) |
Total liabilities and stockholders' equity (deficit) | $ 639,228 | $ 126,703 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 34,965 | 34,965 | 0 |
Preferred stock, shares outstanding (in shares) | 34,965 | 34,965 | 0 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 20,460,533 | 22,155,271 | 21,577,650 |
Common stock, shares outstanding (in shares) | 20,446,811 | 22,155,271 | 21,577,650 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 779,343 | $ 454,949 | $ 602,665 |
Cost of revenue | 747,817 | 388,928 | 517,419 |
Gross profit | 31,526 | 66,021 | 85,246 |
Selling, general and administrative expenses | 72,262 | 33,543 | 30,705 |
Income (loss) from operations | (40,736) | 32,478 | 54,541 |
Other (expense) income, net: | |||
Interest expense, net | (12,080) | (2,201) | (516) |
Contingent consideration fair value adjustment | 46,291 | 0 | 0 |
Other (expense) income | (2,173) | 111 | 213 |
Income (loss) before benefit for income taxes | (8,698) | 30,388 | 54,238 |
Benefit (provision) for income taxes | 12,942 | (13,863) | 10,213 |
Net income from continuing operations | 4,244 | 16,525 | 64,451 |
Net income from discontinued operations | 0 | 0 | 1,087 |
Net income (loss) | $ 4,244 | $ 16,525 | $ 65,538 |
Earnings (loss) per common share - basic and diluted: | |||
Net (loss) income from continuing operations per common share - basic and diluted (usd per share) | $ (2.01) | $ 0.77 | $ 2.99 |
Net income from discontinued operations per common share - basic and diluted (usd per share) | 0 | 0 | 0.05 |
Net (loss) Income per common share - basic and diluted (usd per share) | $ (2.01) | $ 0.77 | $ 3.04 |
Weighted average shares | |||
Weighted average common shares outstanding - basic and diluted (in shares) | 21,665,965 | 21,577,650 | 21,577,650 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Preferred Stock | Common Stock | Common StockCommon Stock | Additional Paid-in Capital | Additional Paid-in CapitalCommon Stock | Accumulated Deficit | Accumulated DeficitPreferred Stock | Accumulated Other Comprehensive Income |
Beginning balance at Dec. 31, 2015 | $ (75,844) | $ 0 | $ 12,563 | $ (88,674) | $ 267 | |||||
Beginning balance (in shares) at Dec. 31, 2015 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Retroactive effect of shares issued in 2018 Merger | 0 | $ 2 | (2) | |||||||
Retroactive effect of shares issued in 2018 Merger (in shares) | 21,578 | |||||||||
Net loss | 65,538 | 65,538 | ||||||||
Change in foreign currency translation | (780) | (780) | ||||||||
Cumulative translation adjustment on discontinued operations | 513 | 513 | ||||||||
Share-based compensation | 161 | 161 | ||||||||
Conversion of subordinated debt into equity | 23,287 | 23,287 | ||||||||
Distribution of land and building | 0 | |||||||||
Ending balance at Dec. 31, 2016 | 12,875 | $ 2 | 36,009 | (23,136) | 0 | |||||
Ending balance (in shares) at Dec. 31, 2016 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 16,525 | 16,525 | ||||||||
Share-based compensation | 53 | 53 | ||||||||
Distributions | (34,738) | (31,328) | (3,410) | |||||||
Distribution of land and building | (4,734) | (4,734) | ||||||||
Ending balance at Dec. 31, 2017 | (10,019) | $ 2 | 0 | (10,021) | 0 | |||||
Ending balance (in shares) at Dec. 31, 2017 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (17,392) | (17,392) | ||||||||
Issuance of common stock | (34,965) | $ (34,965) | ||||||||
Contingent consideration | (69,373) | (69,373) | ||||||||
Merger recapitalization transaction | (22,973) | (22,973) | ||||||||
Ending balance at Mar. 31, 2018 | (154,722) | $ 2 | 0 | (154,724) | ||||||
Ending balance (in shares) at Mar. 31, 2018 | 21,578 | |||||||||
Beginning balance at Dec. 31, 2017 | (10,019) | $ 2 | 0 | (10,021) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (6,741) | |||||||||
Ending balance at Sep. 30, 2018 | (147,486) | $ 2 | 500 | (147,988) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 21,578 | |||||||||
Beginning balance at Dec. 31, 2017 | (10,019) | $ 2 | 0 | (10,021) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 4,244 | 4,244 | ||||||||
Share-based compensation | 1,072 | 1,072 | ||||||||
Distribution of land and building | 0 | |||||||||
Issuance of common stock | $ 5,276 | $ (34,965) | $ 5,276 | $ (34,965) | ||||||
Issuance of stock (in shares) | 577 | |||||||||
Contingent consideration | (69,373) | (69,373) | ||||||||
Merger recapitalization transaction | (25,816) | (25,816) | ||||||||
Preferred dividends | (1,597) | (1,597) | ||||||||
Ending balance at Dec. 31, 2018 | (131,178) | $ 2 | 4,751 | (135,931) | 0 | |||||
Ending balance (in shares) at Dec. 31, 2018 | 22,155 | |||||||||
Beginning balance at Mar. 31, 2018 | (154,722) | $ 2 | 0 | (154,724) | ||||||
Beginning balance (in shares) at Mar. 31, 2018 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 4,915 | 4,915 | ||||||||
Merger recapitalization transaction | (2,843) | (2,843) | ||||||||
Preferred dividends | (548) | (548) | ||||||||
Ending balance at Jun. 30, 2018 | (153,198) | $ 2 | 0 | (153,200) | ||||||
Ending balance (in shares) at Jun. 30, 2018 | 21,578 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 5,736 | 5,736 | ||||||||
Share-based compensation | 500 | 500 | ||||||||
Preferred dividends | (524) | (524) | ||||||||
Ending balance at Sep. 30, 2018 | (147,486) | $ 2 | 500 | (147,988) | ||||||
Ending balance (in shares) at Sep. 30, 2018 | 21,578 | |||||||||
Beginning balance at Dec. 31, 2018 | (131,178) | $ 2 | 4,751 | (135,931) | 0 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 22,155 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (22,889) | (22,889) | ||||||||
Share-based compensation | 1,040 | 1,040 | ||||||||
Issuance of common stock | 159 | $ 0 | $ 235 | |||||||
Issuance of stock (in shares) | 111 | |||||||||
Merger recapitalization transaction | (2,754) | (2,754) | ||||||||
Preferred dividends | (525) | (525) | ||||||||
Ending balance at Mar. 31, 2019 | (150,639) | $ 2 | 5,501 | (156,066) | ||||||
Ending balance (in shares) at Mar. 31, 2019 | 22,266 | |||||||||
Beginning balance at Dec. 31, 2018 | (131,178) | $ 2 | 4,751 | (135,931) | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2018 | 22,155 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (4,072) | |||||||||
Ending balance at Sep. 30, 2019 | (119,305) | $ 2 | 18,018 | (137,249) | ||||||
Ending balance (in shares) at Sep. 30, 2019 | 20,461 | |||||||||
Beginning balance at Mar. 31, 2019 | (150,639) | $ 2 | 5,501 | (156,066) | ||||||
Beginning balance (in shares) at Mar. 31, 2019 | 22,266 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 6,208 | 6,208 | ||||||||
Share-based compensation | 720 | 720 | ||||||||
Preferred dividends | (918) | (918) | ||||||||
Ending balance at Jun. 30, 2019 | (135,207) | $ 2 | 14,725 | (149,858) | ||||||
Ending balance (in shares) at Jun. 30, 2019 | 22,266 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | 12,609 | 12,609 | ||||||||
Share-based compensation | 1,052 | 1,052 | ||||||||
Preferred dividends | (759) | (759) | ||||||||
Ending balance at Sep. 30, 2019 | $ (119,305) | $ 2 | $ 18,018 | $ (137,249) | ||||||
Ending balance (in shares) at Sep. 30, 2019 | 20,461 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ 4,244 | $ 16,525 | $ 65,538 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 16,699 | 5,044 | 3,443 |
Contingent consideration fair value adjustment | (46,291) | 0 | 0 |
Amortization of debt discounts and issuance costs | 1,321 | 0 | 0 |
Loss on extinguishment of debt | 1,836 | 0 | 0 |
Interest accrual on subordinated debt | 0 | 0 | 1,862 |
Share-based compensation expense | 1,072 | 53 | 161 |
Deferred compensation | (482) | 944 | (446) |
Allowance for doubtful accounts | (174) | 81 | (11,942) |
Deferred income taxes | (12,017) | 11,451 | (14,687) |
Other, net | 1,034 | (244) | (847) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (36,430) | 8,915 | (21,089) |
Costs and estimated earnings in excess of billings on uncompleted contracts | (2,901) | (4,470) | 2,093 |
Prepaid expenses and other assets | (2,123) | 587 | (539) |
Accounts payable and accrued liabilities | 95,398 | (27,212) | 17,862 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 25,832 | (20,783) | 12,182 |
Net cash provided by (used in) operating activities | 47,018 | (9,109) | 53,591 |
Cash flows from investing activities: | |||
Company-owned life insurance | 396 | (2,036) | (514) |
Purchases of property, plant and equipment | (4,230) | (2,248) | (2,821) |
Proceeds from sale of property, plant and equipment | 690 | 776 | 335 |
Acquisition of businesses, net of cash acquired | (166,690) | 0 | 0 |
Net cash provided by (used in) investing activities | (169,834) | (3,508) | (3,000) |
Cash flows from financing activities: | |||
Proceeds from long-term debt and line of credit - short-term | 497,272 | 33,674 | 0 |
Payments on long-term debt | (155,359) | 0 | 0 |
Payments on line of credit - short-term | (38,447) | 0 | (27,946) |
Extinguishment of debt | (53,549) | 0 | 0 |
Debt financing fees | (26,641) | 0 | 0 |
Payments on capital lease obligations | (7,138) | (3,049) | (1,671) |
Distributions | 0 | (34,738) | 0 |
Preferred dividends | (1,072) | 0 | 0 |
Merger recapitalization transaction | (25,816) | 0 | 0 |
Net cash provided by (used in) financing activities | 189,250 | (4,113) | (29,617) |
Effect of currency translation on cash | 0 | 0 | 633 |
Net change in cash and cash equivalents | 66,434 | (16,730) | 21,607 |
Cash and cash equivalents, beginning of the period | 4,877 | 21,607 | 0 |
Cash and cash equivalents, end of the period | 71,311 | 4,877 | 21,607 |
Supplemental disclosures: | |||
Cash paid for interest | 10,817 | 2,221 | 1,189 |
Cash paid (refund) for income taxes | (962) | 3,686 | 2,673 |
Acquisition of assets/liabilities through capital lease | 48,951 | 18,309 | 7,501 |
Merger-related contingent consideration | 69,373 | 0 | 0 |
Issuance of common stock | 95,558 | 0 | 0 |
Issuance of preferred stock | 34,965 | 0 | 0 |
Preferred dividends declared | 525 | 0 | 0 |
Conversion of subordinated debt into equity | 0 | 0 | 23,287 |
Distribution of land and building | $ 0 | $ 4,734 | $ 0 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business, Basis of Presentation and Significant Accounting Policies | Business, Basis of Presentation and Significant Accounting Policies Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corporation (“M III”)), a Delaware corporation, is a holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, “IEA” or the “Company”). On March 26, 2018 (the “Closing Date”), the Company consummated a merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated November 3, 2017 (as amended, the “Merger Agreement”), by and among M III, IEA Energy Services, LLC (“IEA Services”), a Delaware limited liability company, Infrastructure and Energy Alternatives, LLC (the “Seller”), a Delaware limited liability company and the parent of IEA Services immediately prior to such time, and the other parties thereto, which provided for, among other things, the merger of IEA Services with and into a wholly-owned subsidiary of M III. Following the Merger, M III Acquisition Corporation changed its name to Infrastructure and Energy Alternatives, Inc. See Note 2. Merger, Acquisitions and Discontinued Operations for more information about the Merger. On September 25, 2018, IEA Services completed its acquisition of Consolidated Construction Solutions I LLC (“CCS”), a provider of environmental and industrial engineering services through its wholly-owned subsidiaries, Saiia LLC (“Saiia”) and American Civil Constructors LLC (the “ACC Companies”). On November 2, 2018, IEA Services completed its acquisition of William Charles Construction Group, including its wholly-owned subsidiary Ragnar Benson (“William Charles”), a provider of engineering and construction solutions for the rail infrastructure and heavy civil construction industries. See Note 2. Merger, Acquisitions and Discontinued Operations for further discussion of these acquisitions. The Company specializes in providing complete engineering, procurement and construction (“EPC”) services throughout the United States (“U.S.”) for the renewable energy, traditional power and civil infrastructure industries. These services include the design, site development, construction, installation and restoration of infrastructure. Although the Company has historically focused on the wind industry, its recent acquisitions have expanded its construction capabilities and geographic footprint in the areas of renewables, environmental remediation, industrial maintenance, specialty paving, heavy civil and rail infrastructure construction, creating a diverse national platform of specialty construction capabilities. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Infrastructure and Energy Alternatives, Inc. and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Services, IEA Management Services, Inc., IEA Constructors, Inc. (f/k/a IEA Renewable, Inc.), White Construction, Inc. (“White”), White Electrical Constructors, Inc., IEA Equipment Management, Inc., White’s wholly-owned subsidiary H.B. White Canada Corp. (“H.B. White”), and from their date of acquisition, CCS and William Charles. All intercompany accounts and transactions are eliminated in consolidation. The Company operates in one reportable segment, providing EPC services. Operations prior to the Merger are the historical operations of IEA Services as discussed in Note 2. Merger, Acquisitions and Discontinued Operations . Basis of Accounting and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project cost of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; fair value estimates, including those related to acquisitions and contingent consideration; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. “Emerging Growth Company” Reporting Requirements The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as a company is deemed to be an “emerging growth company,” it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, the Company is not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. Section 107 of the JOBS Act also provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to take advantage of this extended transition period. The Company's financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. The Company would cease to be an “emerging growth company” upon the earliest of: • the last day of the fiscal year following July 6, 2021, the five-year anniversary of the completion of M III's initial public offering; • the last day of the fiscal year in which the Company's total annual gross revenues exceed $1.07 billion; • the date on which the Company has, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or • the date on which the Company becomes a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of the Company's common stock held by nonaffiliates exceeds $700 million as of the last day of its most recently completed second fiscal quarter. The Company continues to monitor its status as an “emerging growth company” and is currently preparing, and expects to be ready to comply with, the additional reporting and regulatory requirements that will be applicable when it ceases to qualify as an “emerging growth company.” Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. The Company maintains cash balances, which, at times, may exceed the amounts insured by the Federal Deposit Insurance Corporation. Accounts Receivable The Company does not accrue interest to its customers and carries its customer receivables at their face amounts, less an allowance for doubtful accounts. Accounts receivable include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Accounts receivable include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a small portion of progress billings on the contract price, typically 10%, to be withheld by the customer until after the Company has completed work on the project. Based on the Company’s experience with similar contracts in recent years, billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not collected within one year. The Company grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written off against the allowance for doubtful accounts. Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of December 31, 2018. The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 96.2% , 97.8% and 90.4% of consolidated revenue from continuing operations for the years ended December 31, 2018, 2017 and 2016 , respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis totaled 3.8% , 2.2% and 9.6% of consolidated revenue from continuing operations for the years ended December 31, 2018, 2017 and 2016 , respectively. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Year Ended December 31, December 31, 2018 2017 2016 2018 2017 Interstate Power and Light Company 21.0 % * * 20.0 % * Union Pacific Railroad * * * 19.0 % * Trishe Wind Ohio, LLC * * * * 17.0 % Thunder Ranch Wind Project, LLC * 21.0 % * * 15.0 % Twin Forks Wind Farm, LLC * 11.0 % * * * Bruenning's Breeze Wind Farm, LLC * 11.0 % * * * EDF Renewable Development, Inc. * 14.0 % 11.0 % * 11.0 % Cimarron Bend Wind Project, LLC * * 17.0 % * * Osborn Wind Energy, LLC * * 11.0 % * * ——— * Amount was not above 10% threshold. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practice, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These balances are generally settled within one year. Self-Insurance The Company is self-insured up to the amount of its deductible for its medical and workers’ compensation insurance policies. For the years ended December 31, 2018, 2017 and 2016 , the Company maintained insurance policies subject to per claim deductibles of $0.5 million , for its workers' compensation policy. Liabilities under these insurance programs are accrued based upon management’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported with assistance from third-party actuaries. The Company’s liability for employee group medical claims is based on analysis of historical claims experience and specific knowledge of actual losses that have occurred. The Company is also required to post letters of credit and provide cash collateral to certain of its insurance carriers and to obtain surety bonds in certain states. The Company’s self-insurance liability is reflected in the consolidated balance sheets within accrued liabilities. The determination of such claims and expenses and the appropriateness of the related liability is reviewed and updated quarterly, however, these insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of the Company’s liability in proportion to other parties and the number of incidents not reported. Accruals are based upon known facts and historical trends. Although management believes its accruals are adequate, a change in experience or actuarial assumptions could materially affect the Company’s results of operations in a particular period. As of December 31, 2018 and 2017 , the gross amount accrued for medical insurance claims totaled $0.6 million and $0.4 million , respectively, and the gross amount accrued for workers’ compensation claims totaled $2.1 million and $1.7 million , respectively. For the years ended December 31, 2018, 2017 and 2016 , health care expense totaled $2.4 million , $1.1 million and $5.0 million , respectively, and workers' compensation expense totaled $5.8 million , $3.4 million and $3.2 million , respectively. Company-Owned Life Insurance The Company has life insurance policies on certain key executives. Company-owned life insurance is recorded at its cash surrender value or the amount that can be realized. As of December 31, 2018 and 2017 , the Company had a long-term asset of $3.9 million and $4.3 million , respectively, related to these policies. For the years ended December 31, 2018, 2017 and 2016 , the Company recognized a decrease of $0.4 million and increases of $2.0 million and $0.5 million , respectively, in the cash surrender value of these policies. Leases The Company leases certain real estate, construction equipment and office equipment. The terms and conditions of leases (such as renewal or purchase options and escalation clauses), if material, are reviewed at inception to determine the classification (operating or capital) of the lease. Nonperformance-related default covenants, cross-default provisions, subjective default provisions and material adverse change clauses contained in material lease agreements, if any, are also evaluated to determine whether those clauses affect lease classification. Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost, or if acquired in a business combination, at the acquisition-date fair value. Depreciation of property, plant and equipment, including property and equipment under capital leases, is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in other income or expense. The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years Intangible Assets, Net The Company's intangible assets represent finite-lived assets that were acquired in a business combination, consisting of customer relationships, trade names and backlog, and are recorded at acquisition-date fair value. These assets are amortized over their estimated lives, which are generally based on contractual or legal rights. Amortization of customer relationship and trade name intangibles is recorded within selling, general and administrative expenses in the consolidated statements of operations, and amortization of backlog intangibles is recorded within cost of revenue. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired impact the amount and timing of future amortization. Impairment of Property, Plant and Equipment and Intangibles Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. There were no impairments of property, plant and equipment or intangible assets recognized during the years ended December 31, 2018, 2017 and 2016 . Goodwill Goodwill represents the excess purchase price paid over the fair value of acquired intangible and tangible assets. The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other . Accordingly, goodwill is not amortized but rather is assessed at least annually for impairment on July 1st and tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative approach. The quantitative assessment for goodwill was historically a two-step process. As discussed below, as of January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other, Simplifying the Accounting for Goodwill Impairment , which removed the second step of the quantitative goodwill impairment test. The first (and now final) step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate and selection of a terminal year multiple. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company would record an impairment charge equal to the difference, not to exceed the carrying amount of goodwill. For the years ended December 31, 2018, 2017 and 2016 , management performed a qualitative assessment for its goodwill by examining relevant events and circumstances that could have an affect on its fair value, such as macroeconomic conditions, industry and market conditions, entity-specific events, financial performance and other relevant factors or events that could affect earnings and cash flows. Based on evaluation of these qualitative assessments, it was determined that there was no goodwill impairment for these years. Business Combinations The Company accounts for its business combinations in accordance with ASC 805, Business Combinations , which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interests (if applicable) in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess, if any, of the fair value of the purchase consideration over the fair value of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. The fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques, and these valuations require management to make significant estimates and assumptions. These estimates and assumptions are inherently uncertain, and as a result, actual results may materially differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition costs related to business combinations are expensed as incurred. Contingent Consideration As part of the Merger, the Company agreed to issue additional common shares to the Seller upon satisfaction of financial targets for 2018 and 2019. This contingent liability, which is presented as contingent consideration in the consolidated balance sheet, was measured at its estimated fair value as of the Closing Date using a Monte Carlo simulation and subsequent changes in fair value are recorded within other (expense) income, net in the consolidated statement of operations. See Note 8 . Fair Value of Financial Instruments for further discussion. Debt Issuance Costs Financing costs incurred with securing a term loan are deferred and amortized to interest expense, net over the maturity of the respective loan using the effective interest method and are presented as a direct deduction from the carrying amount of the related debt. Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense, net over the contractual term of the arrangement on a straight-line basis and are presented as a direct deduction from the carrying amount of the related debt. Stock-Based Compensation IEA has an equity plan which grants stock options (“Options”) and restricted stock units (“RSUs”) to certain key employees and members of the Board of Directors of the Company (the “Board”) for their services on the Board. The Company recognizes compensation expense for these awards in accordance with the provisions of ASC 718, Stock Compensation , which requires the recognition of expense related to the fair value of the awards in the Company’s consolidated statement of operations. The Company estimates the grant-date fair value of each award at issuance. For awards subject to service-based vesting conditions, the Company recognizes compensation expense equal to the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), which enacted major changes to the U.S. tax code, including a reduction in the U.S. federal corporate income tax rate from 35% to 21% , effective January 1, 2018. As a result, the Company’s U.S. deferred income tax balances were required to be remeasured in 2017. Management considered the implications of the 2017 Tax Act, including the rate change, 100% immediate expensing, toll charge, Alternative Minimum Tax (“AMT”) credit change and state impacts on the calculation of the provision for income taxes for the year ended December 31, 2017. The effect of these changes in tax law was $0.3 million , which the Company recognized within the provision for income taxes in the consolidated statement of operations for the year ended December 31, 2017. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Litigation and Contingencies Accruals for litigation and contingencies are reflected in the consolidated financial statements based on management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement , which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair val |
Merger, Acquisitions and Discon
Merger, Acquisitions and Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Merger, Acquisitions and Discontinued Operations | Merger, Acquisitions and Discontinued Operations Merger and Recapitalization The Merger, as described in Note 1 . Business, Basis of Presentation and Significant Accounting Policies , has been accounted for as a reverse recapitalization in accordance with GAAP. As such, IEA Services is treated as the continuing company and M III is treated as the ‘‘acquired’’ company for financial reporting purposes. This determination was primarily based on IEA Services’ operations comprising substantially all of the ongoing operations of the post-combination company, M III directors not constituting a majority of the Board of the post-combination company, IEA Services’ senior management comprising substantially all of the senior management of the post-combination company and the Seller holding a 48.3% voting interest in the Company, while no single M III shareholder holds more than a 20% voting interest. Accordingly, for accounting purposes, the Merger is treated as the equivalent of IEA Services issuing stock for the net assets of M III, accompanied by a recapitalization. The net assets of M III are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are the historical operations of IEA Services. The amount of merger consideration paid at the Closing Date to IEA (the “Merger Consideration”) was $81.4 million in cash, and 10,428,500 shares of common stock and 34,965 shares of Series A convertible preferred stock with an aggregate stated value of $126.3 million at the Closing Date. Immediately following the closing, the Seller owned approximately 48.3% of the Company’s common stock and other stockholders owned approximately 51.7% of the Company’s outstanding common stock. The Merger Consideration was subject to adjustment based on final determinations of IEA Services’ closing date working capital and indebtedness, which determination was finalized approximately 45 days after the Closing Date with minimal impact to the Merger Consideration as calculated on the Closing Date of the Merger. Pursuant to the Merger Agreement, the Company is required to issue to the Seller up to an additional 9,000,000 common shares in the aggregate based upon satisfaction of financial targets for 2018 and 2019. See Note 8 . Fair Value of Financial Instruments for further discussion. Acquisitions CCS On September 25, 2018 , IEA Services acquired CCS for $106.6 million in cash. The Company financed this acquisition through borrowings on its new credit facility as discussed in Note 9 . Debt . The wholly-owned subsidiaries of CCS, Saiia and the ACC Companies, generally enter into long-term contracts with both government and non-government customers to provide EPC services for environmental, heavy civil and mining projects. As discussed in Note 1 . Business, Basis of Presentation and Significant Accounting Policies , this acquisition is being accounted for as a business combination under the acquisition method of accounting. William Charles On November 2, 2018 , IEA Services acquired William Charles for $77.7 million , consisting of $73.2 million in cash and $4.5 million of the Company's common stock ( 477,621 common shares at $9.45 share price). The Company financed the cash portion of this acquisition through borrowings on its new credit facility as discussed in Note 9 . Debt . William Charles generally enters into long-term contracts with both government and non-government customers to provide EPC services for rail civil infrastructure, environmental and heavy civil projects. As discussed in Note 1 . Business, Basis of Presentation and Significant Accounting Policies , this acquisition is being accounted for as a business combination under the acquisition method of accounting. Acquisition Accounting The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the respective acquisition date at fair value for the business combinations described above. The estimated values are not yet finalized and are subject to potentially significant changes. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analyses. The Company expects to finalize these amounts as soon as possible but no later than one year from the respective acquisition dates. Preliminary acquisition-date fair value (in thousands) CCS (1) William Charles Cash and cash equivalents $ 6,413 $ 6,641 Accounts receivable 58,041 69,740 Costs and estimated earnings in excess of billings on uncompleted contracts 9,512 16,095 Other current assets 1,813 7,999 Property, plant and equipment 57,449 49,078 Intangible assets: Customer relationships (2) 19,500 7,500 Trade names (2) 8,900 4,500 Backlog (2) 8,400 5,000 Deferred income taxes (3) (3,920 ) — Other non-current assets 134 75 Accounts payable and accrued liabilities (25,219 ) (60,962 ) Billings in excess of costs and estimated earnings on uncompleted contracts (14,194 ) (14,810 ) Debt, including current portion (52,257 ) (15,672 ) Capital lease obligations, including current portion (1,124 ) — Other non-current liabilities (704 ) (907 ) Total identifiable net assets 72,744 74,277 Goodwill 33,835 3,402 Total purchase consideration $ 106,579 $ 77,679 ——— (1) The estimated acquisition-date fair values pertaining to CCS reflect the following significant changes from the third quarter of 2018: a decrease to property, plant and equipment of $7.6 million , an increase to backlog intangibles of $3.2 million , an increase to debt of $6.4 million , a decrease to other non-current liabilities of $6.2 million and an increase to goodwill of $10.2 million . Additionally, $6.4 million of cash and cash equivalents that was previously presented within debt, net of cash acquired in the third quarter of 2018 was reclassified to a separate line in the table above. (2) See Note 6 . Goodwill and Intangible Assets, Net for disclosure of the weighted average amortization period for each major class of acquired intangible asset. (3) The Company's consolidated deferred income taxes are presented as a net deferred tax asset (long-term) in the consolidated balance sheet as of December 31, 2018. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisitions of CCS and William Charles is related to the expected, specific synergies and other benefits that the Company believes will result from combining the operations of CCS and William Charles with the operations of IEA. This goodwill is related to the Company's single reportable segment and is deductible for income tax purposes, with the exception of $4.5 million for CCS that is not deductible. Impact of Acquisitions The following table summarizes the results of operations included in the Company's consolidated statement of operations for CCS and William Charles from their respective date of acquisition to December 31, 2018 . Year Ended December 31, 2018 (in thousands) CCS William Charles Revenue $ 76,029 $ 49,607 Net (loss) income (613 ) 2,256 Acquisition-related costs incurred by the Company for the acquisitions of CCS and William Charles were $6.6 million and $7.6 million , respectively, for the year ended December 31, 2018 , and are included within selling, general and administrative expenses in the consolidated statement of operations. Such costs primarily consisted of professional services and adviser fees. There were no acquisition-related costs incurred for the years ended December 31, 2017 and 2016. The following table provides the supplemental unaudited pro forma total revenue and net (loss) income of the Company had the acquisition date of CCS and William Charles been the first day of IEA's fiscal 2017. Year Ended December 31, Unaudited pro forma data (in thousands, except per share data) 2018 2017 Revenue $ 1,257,616 $ 997,018 Net (loss) income (840 ) 5,792 Net (loss) income per common share - basic and diluted (2.25 ) 0.27 The amounts in the supplemental unaudited pro forma results apply the Company's accounting policies and reflect certain adjustments to, among other things, (i) exclude the impact of transaction costs incurred in connection with the acquisitions, (ii) include additional depreciation and amortization that would have been charged assuming the same fair value adjustments to property, plant and equipment and acquired intangibles had been applied on January 1, 2017 and (iii) include additional interest expense that would have been charged assuming the incremental borrowings the Company incurred to finance the acquisitions had been outstanding on January 1, 2017. Accordingly, these supplemental unaudited pro forma results have been prepared for comparative purposes only and are not intended to be indicative of the results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period. Discontinued Operations As a result of significant, historical operating losses incurred for the Company's Canadian solar operations, management made the decision to abandon its operations in Canada and to refocus the business on the U.S. wind energy market. The Company completely abandoned the Canadian solar operations of H.B. White, effectively completed all significant projects in Canada and reduced or redeployed substantially all of its Canadian resources, facilities and equipment as of July 2016. Accordingly, the operating results of its operations in Canada for the year ended December 31, 2016 have been classified as discontinued operations in the consolidated statement of operations, and the carrying amounts of major classes of assets and liabilities were $0 for H.B. White as of the end of 2016. Interest expense that was specifically identifiable to debt related to supporting the Canadian solar operations of H.B. White qualified as discontinued operations and was allocated to the interest expense component within net income from discontinued operations in the Company’s consolidated statement of operations. Major classes of line items constituting net income from discontinued operations for the year ended December 31, 2016 were as follows: (in thousands) Year Ended December 31, 2016 Revenue $ 1,911 Cost of earned revenue, excluding depreciation 1,626 Operating expenses 1,610 Interest and other expenses, net 3,060 Gain on abandonment (4,253 ) Income tax benefit (1,219 ) Net income from discontinued operations $ 1,087 The following table presents the amounts related to the discontinued operations of H.B. White that were included within the significant categories of cash flows in the consolidated statement of cash flows for the year ended December 31, 2016: (in thousands) Year Ended December 31, 2016 Net cash used in operating activities $ (15,539 ) Net cash provided by investing activities 82 Net cash provided by financing activities 15,664 |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Accounts Receivable, Net | Accounts Receivable, Net The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Contract receivables $ 168,413 $ 161,408 Contract retainage 76,103 64,000 Accounts receivable, gross 244,516 225,408 Less: allowance for doubtful accounts (51 ) (42 ) Accounts receivable, net $ 244,465 $ 225,366 Included in costs in excess of billings as of September 30, 2019 are unapproved change orders of approximately $21.0 million for which the Company is pursuing settlement through dispute resolution. Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 102 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 90 — Less: write-offs, net of recoveries (81 ) — (81 ) — Allowance for doubtful accounts at period end $ 51 $ 216 $ 51 $ 216 | Accounts Receivable, Net The following table provides details of accounts receivable, net of the allowance for doubtful accounts, as of the dates indicated: December 31, (in thousands) 2018 2017 Contract receivables $ 161,408 $ 44,696 Contract retainage 64,000 16,501 Accounts receivable, gross 225,408 61,197 Less: allowance for doubtful accounts (42 ) (216 ) Accounts receivable, net $ 225,366 $ 60,981 The contract receivables amount as of December 31, 2018 includes an unapproved change order of approximately $9.2 million for which the Company is pursuing settlement through dispute resolution. There were no similar amounts included within the December 31, 2017 amount. Gross profit for the year ended December 31, 2018 includes a charge of approximately $5.6 million related to a dispute with a specific customer concerning change orders with respect to one specific project completed in the second quarter of 2018. The Company believes that the charge reflected in the disputed change orders are properly the obligation of the customer. Nonetheless, the Company elected to settle the dispute and absorb these costs in order to maintain a valuable customer relationship. There were no similar charges included within gross profit for the years ended December 31, 2017 and 2016. Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 12,077 Plus: provision for (reduction in) allowance (174 ) 81 (10,534 ) Less: write-offs, net of recoveries — — (1,408 ) Allowance for doubtful accounts at period-end $ 42 $ 216 $ 135 |
Contracts in Progress
Contracts in Progress | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Contracts in Progress | Contracts in Progress Contracts in progress were as follows as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,189,496 $ 935,820 Estimated earnings on contracts in progress 111,451 76,883 Revenue on contracts in progress 1,300,947 1,012,703 Less: billings on contracts in progress (1,263,221 ) (1,027,816 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) The above amounts have been included in the accompanying condensed consolidated balance sheets under the following captions (in thousands): September 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 109,540 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (71,814 ) (62,234 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) Provision for loss of $0.1 million and $1.4 million as of September 30, 2019 and December 31, 2018, respectively, is included in billings in excess of costs and earnings on uncompleted contracts. The Company recognizes a contract asset within costs and estimated earnings in excess of billings on uncompleted contracts in the condensed consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. For the quarter ended September 30, 2019 and the year ended December 31, 2018, the Company had unapproved change orders of $69.9 million and $45.0 million , respectively. | Contracts in Progress Contracts in progress were as follows as of the dates indicated: December 31, (in thousands) 2018 2017 Costs on contracts in progress $ 935,820 $ 861,050 Estimated earnings on contracts in progress 76,883 131,997 Revenue on contracts in progress 1,012,703 993,047 Less: billings on contracts in progress (1,027,816 ) (981,832 ) Net (over) under billings $ (15,113 ) $ 11,215 The above amounts have been included in the consolidated balance sheets under the following captions: December 31, (in thousands) 2018 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 47,121 $ 18,613 Billings in excess of costs and estimated earnings on uncompleted contracts (62,234 ) (7,398 ) Net (over) under billings $ (15,113 ) $ 11,215 Billings in excess of costs and estimated earnings on uncompleted contracts includes a provision for loss contracts of $1.4 million and $0.0 million as of December 31, 2018 and 2017 , respectively. The Company recognizes a contract asset within costs and estimated earnings in excess of billings on uncompleted contracts in the consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue related to unapproved change orders of $45.0 million , $33.5 million and $17.8 million , respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): September 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,812 $ 4,614 Land 17,600 19,394 Construction equipment 178,239 175,298 Office equipment, furniture and fixtures 3,449 2,994 Vehicles 5,985 4,991 208,085 207,291 Accumulated depreciation (56,301 ) (31,113 ) Property, plant and equipment, net $ 151,784 $ 176,178 Depreciation expense of property, plant and equipment was $9,219 and $2,471 for the period ended September 30, 2019 and 2018 , respectively, and was $26,125 and $6,388 for the nine months ended September 30, 2019 and 2018 , respectively. | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Buildings and leasehold improvements $ 4,614 $ 416 Land 19,394 — Construction equipment 175,298 46,404 Office equipment, furniture and fixtures 2,994 1,451 Vehicles 4,991 404 Total property, plant and equipment 207,291 48,675 Accumulated depreciation (31,113 ) (17,770 ) Property, plant and equipment, net $ 176,178 $ 30,905 Depreciation expense for property, plant and equipment was $13.7 million , $5.0 million and $3.3 million for the years ended December 31, 2018, 2017 and 2016 , respectively. In October 2017, IEA Services made an equity distribution to the Seller in the form of land and a building with a total net book value at the date of distribution of $4.7 million . |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill for 2019 and 2018: (in thousands) Goodwill January 1, 2018 (Renewables Segment) $ 3,020 Acquisitions (Specialty Civil Segment) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil Segment) (2,884 ) September 30, 2019 $ 37,373 Intangible assets, net consisted of the following as of the dates indicated: September 30, 2019 December 31, 2018 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (3,749 ) $ 22,751 6 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (2,635 ) 10,765 4 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (6,791 ) 7,109 1 year 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (13,175 ) $ 40,625 $ 53,800 $ (2,926 ) $ 50,874 Amortization expense associated with intangible assets for the three months ended September 30, 2019 and 2018 , totaled $3.4 million and $0.1 million , respectively, and $10.3 million and $0.2 million for the nine months ended September 30, 2019 and 2018 , respectively. The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2019 through 2023: (in thousands) Remainder of 2019 2020 2021 2022 2023 Amortization expense $ 3,354 $ 11,837 $ 6,466 $ 6,466 $ 5,841 | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill for 2018 and 2017: (in thousands) Goodwill January 1, 2017 $ 3,020 Other adjustments — December 31, 2017 3,020 Acquisitions 37,237 December 31, 2018 $ 40,257 Intangible assets, net consisted of the following as of the dates indicated: December 31, 2018 December 31, 2017 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 27,000 $ (814 ) $ 26,186 7 years $ — $ — $ — — Trade names 13,400 (575 ) 12,825 5 years 820 (751 ) 69 1 year Backlog 13,400 (1,537 ) 11,863 2 years — — — — $ 53,800 $ (2,926 ) $ 50,874 $ 820 $ (751 ) $ 69 Amortization expense associated with intangible assets for the years ended December 31, 2018, 2017 and 2016 totaled $3.0 million , $0.1 million and $0.1 million , respectively. The following table provides the annual intangible amortization expense expected to be recognized for the years 2019 through 2023 : (in thousands) 2019 2020 2021 2022 2023 Amortization expense $ 13,394 $ 11,700 $ 6,537 $ 6,537 $ 5,912 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Accrued project costs $ 61,689 $ 27,097 Accrued compensation and related expenses 15,939 8,855 Other accrued expenses 16,431 10,198 $ 94,059 $ 46,150 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of December 31, 2018 Contingent consideration 23,082 — — 23,082 Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of September 30, 2019 Contingent consideration — — — — Series B-1 Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B-1 Preferred Stock - Additional 6% Warrants 400 — — 400 The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Contingent Consideration Series B Preferred - Series A Conversion Warrants Series B Preferred - Additional 6% Warrants Beginning Balance, December 31, 2018 23,082 $ — $ — Preferred Series B-1 Stock - Additional Warrants — 4,200 400 Fair value adjustment (23,082 ) — — Ending Balance, September 30, 2019 — 4,200 400 Contingent Consideration Pursuant to the original merger agreement with M III Acquisition Corp., the Company shall issue up to an additional 9,000,000 shares of common stock, which shall be fully earned if the final 2019 adjusted EBITDA targets are achieved. As of September 30, 2019, the Company recorded an adjustment of $23.1 million to the liability primarily based on a significant decrease in the Company's stock price for the first six months of 2019 of approximately 80.0% (from $8.61 at December 31, 2018 to $2.04 at June 30, 2019), coupled with the Company not anticipating reaching EBITDA requirements outlined in the original agreement as of September 30, 2019. The following table sets forth information regarding the Company's assets measured at fair value on a non-recurring basis (in thousands): Fair Value Measurements Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Series B-1 and Series B-2 Preferred Stock 81,300 — — 81,300 Equity: Series B-1 Preferred Stock - Warrants at closing 14,100 — — 14,100 On May 20, 2019, the Company entered into the Amended and Restated Equity Commitment Agreement (the “First Equity Commitment Agreement”), by and among the Company and the commitment parties thereto. Pursuant to the First Equity Commitment Agreement, the Company issued and sold on May 20, 2019, 50,000 shares of Series B-1 Preferred Stock, with each share having an initial stated value of $1,000 plus accumulated but unpaid dividends for gross cash proceeds of $50.0 million . The First Equity Commitment Agreement also required the Company to provide warrants for common stock at closing that equaled 10% of the fully diluted issued and outstanding common stock as of such date (the “Warrants at closing”), and in the future could be required to provide additional warrants in the event of conversion of the Series A Preferred Stock (“Series A Conversion Warrants”) and warrants for up to 6% of the fully diluted issued and outstanding common stock if the Company fails to meet certain Adjusted EBITDA thresholds on a trailing twelve-month basis on the last calendar day of May 2020 through April 2021 (the “Additional 6% Warrants”). On August 13, 2019, the Company entered into the Second Equity Commitment Agreement (the “Second Equity Commitment Agreement”). Pursuant to the Second Equity Commitment Agreement, the Company issued and sold on August 30, 2019, 50,000 shares of Series B-2 Preferred Stock and 900,000 warrants to purchase common stock (“Warrants”) for an aggregate purchase price of $50.0 million . The information below describes the balance sheet classification and the recurring/nonrecurring fair value measurement: Series B-1 and Series B-2 Preferred Stock (non-recurring) - The Series B-1 and Series B-2 Preferred Stock were recorded at relative fair value as debt which was estimated using a discounted cashflow model based on certain significant unobservable inputs, such as accumulated dividend rates, and projected Adjusted EBITDA for the life of the Series B Preferred Stock. The fair value of the liability for each of the transactions closed on May 20, 2019 and August 30, 2019, was a combined $81.3 million and recorded on the balance sheet as debt. Series B-1 and Series B-2 Preferred Stock - Warrants at closing (non-recurring) - The Warrants at closing, with an exercise price of $0.0001 , represented (on an if-converted to common stock basis) 10% of the issued and outstanding common stock of the Company based on the Company’s fully diluted share count on May 20, 2019 (including the number of shares of common stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe for common stock that are outstanding on May 20, 2019 (excluding any shares of common stock issuable (a) pursuant to the merger agreement for our business combination, (b) upon conversion of shares of Series A Preferred Stock, (c) upon the exercise of any warrant with an exercise price of $11.50 or higher or (d) upon the exercise of any equity issued pursuant to the Company’s long term incentive plan or other equity plan with a strike price of $11.50 or higher). The 2,545,934 if-converted shares of common stock at closing were valued at the closing stock price of $4.21 on May 20, 2019 and recorded in additional paid in capital. On August 30, 2019, 900,000 if-converted shares of common stock were issued and were valued at the closing stock price of $3.75 and recorded in additional paid in capital. Series B-1 Preferred Stock - Series A Conversion Warrants (recurring) - The certificate of designation for the Series A Preferred Stock was amended in connection with the Company entering into the First Equity Commitment Agreement. The conversion rights were amended to allow the holders of Series A Preferred Stock to convert all or any portion of Series A Preferred Stock outstanding at any point in time. If converted, the holders of the Series B Preferred Stock would be entitled to additional warrants, with an exercise price of $0.0001 . These warrants were fair valued using the closing stock price of $4.21 on May 20, 2019, at an estimated if-converted share count and recorded as a liability. Series B-1 Preferred Stock - Additional 6% Warrants (recurring) - The Additional 6% Warrants are issuable if the Company fails to meet certain Adjusted EBITDA thresholds on a trailing twelve-month basis from May 31, 2020 through April 30, 2021. The Company recorded the Additional 6% Warrants at fair value, which was estimated using a Monte Carlo Simulation based on certain significant unobservable inputs, such as a risk rate premium, Adjusted EBITDA volatility, stock price volatility and projected Adjusted EBITDA for the Company for 2019. The Additional 6% Warrants were recorded as a liability. Other financial instruments of the Company not listed in the table consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values. Additionally, management believes that the outstanding recorded balance on the line of credit and long-term debt, further discussed in Note 9. Debt , approximates fair value due to their floating interest rates. | Fair Value of Financial Instruments The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2018 December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 23,082 $ 23,082 $ — $ — $ — $ — The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the year ended December 31, 2018. There were no changes in such balances for the year ended December 31, 2017. (in thousands) Level 3 Beginning Balance, December 31, 2017 $ — Contingent consideration issued during Merger 69,373 Fair value adjustment - (gain) recognized in other income (46,291 ) Ending Balance, December 31, 2018 $ 23,082 Other financial instruments of the Company not listed in the table above primarily consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values, based on the nature and short maturity of these instruments, and they are presented in the Company's consolidated balance sheets at carrying cost. Additionally, management believes that the carrying value of the Company's outstanding debt balances, further discussed in Note 9 . Debt , approximate fair value due to their floating interest rates. Contingent Consideration Pursuant to the Merger Agreement, the Company shall issue to the Seller up to an additional 9,000,000 common shares in the aggregate, which shall be fully earned if the final 2018 and 2019 financial targets are achieved. The Company may be required to issue such shares if the 2019 financial target is achieved. As of December 31, 2018, the Company recorded the contingent consideration liability at fair value, which was estimated using a Monte Carlo simulation based on certain significant unobservable inputs, such as a risk rate premium, peer group EBITDA volatility, stock price volatility and projected Adjusted EBITDA for the Company for 2019. The calculation derived a fair value adjustment of $46.3 million to the liability based on 2018 actual financial results and the expected probability of reaching the full amount of contingent consideration in 2019. Significant unobservable inputs used in the fair value calculation as of the periods indicated were as follows: December 31, 2018 March 26, 2018 Risk premium adjustment 8.0 % 5.0 % Risk-free rate 2.6 % 2.0 % EBITDA volatility 14.0 % 24.5 % Stock price volatility 37.1 % 27.9 % Correlation of EBITDA and stock price 75.0 % 75.0 % |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt | Debt Debt consists of the following obligations as of: September 30, 2019 December 31, 2018 Term loan 277,688 300,000 Line of credit — 46,500 Commercial equipment notes 3,820 5,341 Total principal due for long-term debt 281,508 351,841 Unamortized debt discount and issuance costs (23,783 ) (23,534 ) Less: Current portion of long-term debt (31,119 ) (32,580 ) Long-term debt, less current portion 226,606 295,727 Debt - Series B Preferred Stock (1) 104,135 — Unamortized debt discount and issuance costs (27,369 ) — Long-term Series B Preferred Stock 76,766 — (1) The Company has accrued a cumulative of $4.1 million in accrued dividends to holders of Series B Preferred Stock, which is recorded as interest expense in the Company's condensed consolidated statements of operations for the quarter ended September 30, 2019. Third Amended and Restated Credit Agreement On May 20, 2019, the Third Amended and Restated Credit and Guarantee Agreement (the “Third A&R Credit Agreement”) became effective. Term loan borrowings mature on September 25, 2024 and are subject to quarterly amortization of principal, commencing on March 31, 2019, in an amount equal to 2.50% of the aggregate principal amount of such loans. Beginning with 2020, an additional annual payment is required equal to 75% of Excess Cash Flow (as defined in the Third A&R Credit Agreement) for the preceding fiscal year if such Excess Cash Flow is greater than $2.5 million , with the percentage of Excess Cash Flow subject to reduction based upon the Company’s consolidated leverage ratio. Borrowings under the term loan are required to be repaid on the last business day of each March, June, September and December, continuing with the first fiscal quarter following the effective date of the Third A&R Credit Agreement, in an amount equal to 2.5% of the initial balance of the initial term loan and will not be able to be reborrowed. Borrowings under the revolving line of credit mature on September 25, 2023. Interest on the consenting lender term loan tranche accrues at a per annum rate of, at the Company's option, (x) LIBOR plus a margin of 8.25% or (y) an alternate base rate plus a margin of 7.25% ; provided, however, that upon achieving a First Lien Net Leverage Ratio (as defined below) of no greater than 2.67 :1.00, the margin shall permanently step down to (y) for LIBOR loans, 6.75% and (x) for alternative base rate loans, 5.75% . Interest on the non-consenting lender term loan tranche will stay at a per annum rate of, at the Company’s option, (x) LIBOR plus a margin of 6.25% or (y) an alternate base rate plus a margin of 5.25% . Interest on initial revolving facility borrowings and swing line loans accrues at a rate of, at the Company's option, (x) LIBOR plus a margin of 4.25% or (y) the applicable base rate plus a margin of 3.25% . The weighted average interest rate under the Third A&R Credit Agreement as of September 30, 2019 and December 31, 2018 , was 10.42% and 8.82% , respectively. The terms of the Third A&R Credit Agreement include customary affirmative and negative covenants and provide for customary events of default, which include, among others, nonpayment of principal or interest and failure to timely deliver financial statements. Under the Third A&R Credit Agreement, the financial covenant to which the Credit Parties as defined therein are subject provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2019, 4.75 :1.0, (ii) from and prior to the fiscal quarter ending December 31, 2020, 3.50 :1.0, (iii) from and prior to the fiscal quarter ending December 31, 2021, 2.75 :1.0, and (iv) from and after March 31, 2022, 2.25 :1.0. Under the Third A&R Credit Agreement, the Company is not to obtain an equity infusion to cure for any covenant violations for fiscal quarter ending in 2019, excluding the Series B Preferred Stock. Thereafter, the Company will have access to a customary equity cure. The Third A&R Credit Agreement also includes certain limitations on the payment of cash dividends on the Company's common shares and provides for other restrictions on (subject to certain exceptions) liens, indebtedness (including guarantees and other contingent obligations), investments (including loans, advances and acquisitions), mergers and other fundamental changes and sales and other dispositions of property or assets, among others. Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of September 30, 2019 , and December 31, 2018 , the Company was contingently liable under letters of credit issued under its Third A&R Credit Agreement or its old credit facility, respectively, in the amount of $21.0 million and $3.0 million , respectively, related to projects. In addition, as of September 30, 2019 and December 31, 2018 , the Company had outstanding surety bonds on projects of $2,017.6 million and $1,682.0 million , respectively. Contractual Maturities Contractual maturities of the Company's debt and capital lease (see Note 10. Commitments and Contingencies) obligations as of September 30, 2019 (in thousands): Remainder of 2019 $ 13,965 2020 55,988 2021 51,826 2022 47,276 2023 32,905 Thereafter 257,591 Total contractual obligations $ 459,551 | Debt Debt consists of the following obligations as of: December 31, (in thousands) 2018 2017 Line of credit - short-term $ — $ 33,674 Term loan $ 300,000 $ — Line of credit 46,500 — Commercial equipment notes 5,341 — Total principal due for long-term debt 351,841 — Unamortized debt discount and issuance costs (23,534 ) — Less: Current portion of long-term debt (32,580 ) — Long-term debt, less current portion $ 295,727 $ — Old Credit Facility In connection with the closing of the Merger in March 2018, the outstanding borrowings under IEA Services' then-existing line of credit of $38.4 million were repaid using proceeds from the Merger credit facility described below, and the old credit facility was terminated. The amount outstanding as of December 31, 2017 of 33.7 million is presented as line of credit - short-term in the consolidated balance sheet as these borrowings contractually matured on December 31, 2018. The weighted average interest rate on revolving loans outstanding under this facility as of December 31, 2017 was 4.50% . Merger Credit Facility In conjunction with the completion of the Merger, IEA Services refinanced its prior credit facility with a new facility that provided for aggregate revolving borrowings of up to $50.0 million and a $50.0 million delayed draw term loan facility. Upon closing of the acquisition of CCS in September 2018, the outstanding borrowings under this Merger credit facility of $53.5 million were repaid, plus accrued and unpaid interest, using proceeds from the new credit facility described below, and the Merger credit facility was terminated. The Company recognized a $1.8 million loss on extinguishment of debt upon this termination, primarily due to the write-off of the unamortized debt issuance costs and discount for this facility as of such date, which is reflected within other expense in the consolidated statement of operations for the year ended December 31, 2018 . Acquisition Credit Facility At closing of the CCS acquisition, IEA Services entered into a credit agreement for a new credit facility, which was amended and restated in connection with the closing of the William Charles acquisition, and was further amended and restated on November 16, 2018 (as amended and restated, the “A&R Credit Agreement”). The A&R Credit Agreement provides for a term loan facility of $300.0 million and a revolving line of credit of $50.0 million , which is available for revolving loans and letters of credit. Availability on the line of credit is subject to customary borrowing base calculations. On September 25, 2018, $200.0 million was drawn on the term loan facility and $20.5 million was drawn on the line of credit to pay the CCS acquisition consideration, repay borrowings under the Merger credit facility and repay certain assumed indebtedness of Saiia and the ACC Companies. The remaining $100.0 million was drawn on the term loan facility on November 2, 2018 to pay the cash portion of the William Charles acquisition consideration and to repay certain assumed indebtedness of William Charles, and an additional $26.0 million of revolving loans were drawn in the third and fourth quarter of 2018, to be used for working capital and other general corporate purposes, for total outstanding revolving loans of $46.5 million as of December 31, 2018. The Company capitalized $24.5 million of financing fees that were incurred to obtain this new credit facility. Term loan borrowings mature on September 25, 2024 and are subject to quarterly amortization of principal, commencing on the last day of the first quarter of 2019, in an amount equal to 2.50% of the aggregate principal amount of such loans. Beginning with 2020, an additional annual payment is required equal to 75% of Excess Cash Flow (as defined in the A&R Credit Agreement) for the preceding fiscal year if such Excess Cash Flow is greater than $2.5 million , with the percentage of Excess Cash Flow subject to reduction based upon the Company’s consolidated leverage ratio. Borrowings under the revolving line of credit mature on September 25, 2023 . Interest on term loan borrowings accrues at an interest rate of, at the Company's option, (x) LIBOR plus a margin of 6.25% or (y) the applicable base rate plus a margin of 5.25% . Interest on revolving loans accrues at an interest rate of, at the Company's option, (x) LIBOR plus a margin of 4.25% or (y) the applicable base rate plus a margin of 3.25% . The weighted average interest rate on borrowings under this credit facility as of December 31, 2018 was 8.82% . Obligations under this credit facility are guaranteed by Infrastructure and Energy Alternatives, Inc., Holdings and each existing and future, direct and indirect, wholly-owned, material domestic subsidiary of Infrastructure and Energy Alternatives, Inc. other than IEA Services (together with IEA Services, the “Credit Parties”), and are secured by all of the present and future assets of the Credit Parties, subject to customary carve-outs. Debt Covenants The terms of the A&R Credit Agreement include customary affirmative and negative covenants and provide for customary events of default, which include, among others, nonpayment of principal or interest and failure to timely deliver financial statements. Under the A&R Credit Agreement, the financial covenant to which the Credit Parties are subject provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2020, 3.50 :1.0 and (ii) from and after the fiscal quarter ending December 31, 2020, 2.25 :1.0. The A&R Credit Agreement also includes certain limitations on the payment of cash dividends on the Company's common shares and provides for other restrictions on (subject to certain exceptions) liens, indebtedness (including guarantees and other contingent obligations), investments (including loans, advances and acquisitions), mergers and other fundamental changes and sales and other dispositions of property or assets, among others. Assumed Debt from Acquisitions In connection with the acquisitions of CCS and William Charles, the Company assumed certain indebtedness of these companies. The Company repaid a majority of this indebtedness upon closing of the acquisitions using proceeds from the A&R Credit Agreement as discussed above but $5.3 million of commercial equipment notes remained outstanding as of December 31, 2018. The weighted average interest rate on this debt as of December 31, 2018 was 4.95% . Subordinated Debt Second Lien Term Loan Agreement On December 31, 2016 , the outstanding principal and accrued interest for a second lien term loan of $23.3 million was converted into 23,268,846 non-voting, interest-bearing preferred units of the Seller, and the Seller contributed the debt interests to IEA Services as a contribution to capital. Accordingly, no amounts are currently outstanding for this loan, and the agreement was terminated as of December 31, 2016. Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2018 are as follows: (in thousands) Maturities 2019 $ 32,580 2020 31,518 2021 30,761 2022 30,369 2023 76,575 Thereafter 150,038 Total $ 351,841 Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of December 31, 2018 and 2017 , the Company was contingently liable under letters of credit issued under its respective revolving lines of credit in the amount of $3.0 million and $5.9 million , respectively, related to projects. In addition, as of December 31, 2018 and 2017 , the Company had outstanding surety bonds on projects of $1.68 billion and $535.5 million , respectively, which includes the bonding line of the acquired ACC Companies, Saiia and William Charles as of the 2018 date. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Commitments and Contingencies Capital Leases The Company has obligations, exclusive of associated interest, under various capital leases for equipment totaling $73.9 million and $63.5 million at September 30, 2019 and December 31, 2018 , respectively. Gross property under this capitalized lease agreement at September 30, 2019 and December 31, 2018 , totaled $119.6 million and $76.9 million , less accumulated depreciation of $ 29.3 million and $10.1 million , respectively, for net balances of $ 90.3 million and $66.8 million , respectively. Depreciation of assets held under the capital leases is included in the cost of revenue in the condensed consolidated statements of operations. Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. See Note 14. Related Party Transactions . Rent and related expense for operating leases that have non-cancelable terms totaled approximately $4.3 million and $0.5 million for the three months ended September 30, 2019 and 2018 , respectively and $9.5 million and $1.5 million for the nine months ended September 30, 2019 and 2018, respectively. The Company has long-term power-by-the-hour equipment rental agreements,included in non-canceable operating lease expense above, with a construction equipment manufacturer that have a guaranteed minimum monthly hour requirement. The minimum guaranteed amount based on the Company's current operations is $3.2 million per year. Total expense under these agreements was $3.2 million for the nine months ended September 30, 2019. Sale-leaseback Transaction On March 13, 2019, the Company completed a sale-leaseback transaction related to certain assets that were acquired as part of our recent acquisitions of $25.0 million . The payments related to this transaction are over a four year term and have been included as part of the Contractual Maturities table, See Note 9. Debt . | Commitments and Contingencies Capital Leases The Company has obligations, exclusive of associated interest, recognized under various capital leases for equipment totaling $63.5 million and $20.6 million at December 31, 2018 and 2017 , respectively. Gross amounts recognized within property, plant and equipment, net in the consolidated balance sheets under these capital lease agreements at December 31, 2018 and 2017 totaled $76.9 million and $27.0 million , less accumulated depreciation of $10.1 million and $2.8 million , respectively, for net balances of $66.8 million and $24.2 million . Depreciation of assets held under the capital leases is included within cost of revenue in the consolidated statements of operations. The future minimum payments of capital lease obligations are as follows: (in thousands) Capital Leases 2019 $ 21,240 2020 21,367 2021 15,887 2022 10,920 2023 1,783 Thereafter — Future minimum lease payments 71,197 Less: Amount representing interest 7,670 Present value of minimum lease payments 63,527 Less: Current portion of capital lease obligations 17,615 Capital lease obligations, less current portion $ 45,912 Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including a related party lease (see Note 15 . Related Parties ). Rent and related expense for operating leases that have non-cancelable terms totaled approximately $6.1 million , $1.6 million and $1.2 million for the years ended December 31, 2018, 2017 and 2016 , respectively. The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Operating Leases 2019 $ 6,674 2020 5,153 2021 3,308 2022 2,390 2023 1,939 Thereafter 14,703 Future minimum lease payments $ 34,167 Deferred Compensation The Company has two deferred compensation plans. The first plan is a supplemental executive retirement plan established in 1993 that covers four specific employees or former employees, whose deferred compensation is determined by the number of service years. Payment of the benefits is to be made for 20 years after employment ends. Two former employees are currently receiving benefits, and two participants are still employees of the Company. The two current employees have both reached the full benefit level, and as a result, the present value of the liability is estimated using the normal retirement method. Payments under this plan for 2018 were $0.1 million . Maximum aggregate payments per year if all participants were retired would be $0.3 million . As of December 31, 2018 and 2017 , the Company had a long-term liability of $3.2 million and $3.3 million , respectively, for the supplemental executive retirement plan. The Company offers a non-qualified deferred compensation plan which is made up of an executive excess plan and an incentive bonus plan. This plan was designed and implemented to enhance employee savings and retirement accumulation on a tax-advantaged basis, beyond the limits of traditional qualified retirement plans. This plan allows employees to: (i) defer annual compensation from multiple sources; (ii) create wealth through tax-deferred investments; (iii) save and invest on a pretax basis to meet accumulation and retirement planning needs; and (iv) utilize a diverse choice of investment options to maximize returns. Executive awards are expensed when vested. Project Management Incentive Payments are expensed when awarded as they are earned through the course of the performance of the project to which they are related. Other incentive payments are expensed when vested as they are considered to be earned by retention. Unrecognized compensation expense for the non-qualified deferred compensation plan at December 31, 2018, 2017 and 2016 was $2.2 million , $1.3 million and $0.2 million , respectively. As of December 31, 2018 and 2017 , the Company had a long-term liability of $3.0 million and $1.7 million , respectively, for deferred compensation to certain current and former employees. Legal Proceedings Sterret Crane v. White Construction and Zurich Insurance v. White Construction . In this matter, Sterret Crane brought a liability claim against White which resulted in a jury verdict on October 23, 2017 finding White liable for $0.6 million in direct damages. Sterett subsequently filed a motion for attorney fees, interest and costs totaling $0.7 million . While White’s appeal of the jury verdict was pending, the parties settled both the liability lawsuit and the declaratory judgment action in an agreement under which White paid $0.6 million in the first quarter of 2018 and Zurich paid $0.3 million for a full release by all parties. Both of the actions have been dismissed with prejudice. NPI Litigation/CCAA Resolution . Pursuant to a settlement agreement entered into with Northland Power, Inc. (“NPI”) on November 22, 2016 by H.B. White in connection with the Companies' Creditors Arrangement Act (the “CCAA”) proceeding of H.B. White, IEA agreed that it or White would pay to NPI or its designee cash in the aggregate amount of 1.0 million Canadian Dollars (“CAD”) if the closing date of a material transaction occurred on or before December 31, 2018. A material transaction was defined as a change in control or a public offering of equity securities. The Merger constituted a change in control on March 26, 2018, and as a result, the Company paid NPI CAD $1.0 million to satisfy such obligation. Carlitos Lopez v. Chicago Transit Authority, Parsons Brinkerhoff, Inc. and, Ragnar Benson, LLC . A lawsuit was filed on January 11, 2019 in the Circuit Court of Cook County, Illinois, alleging claims for personal injury and premises liability arising out of an accident the plaintiff sustained during a construction project. The case was originally filed on March 10, 2014 in the Circuit Court of Cook County, Illinois, subsequently voluntarily dismissed by the plaintiff, and refiled. The plaintiff seeks an unspecified amount of damages in the refiled case. This case is currently in the filing stage. The Company continues to vigorously defend itself; however, the Company cannot predict the outcome of this action. The Company believes it is covered by insurance for this matter. In addition to the foregoing, the Company is involved in a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. The Company cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. While the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Earnings (Loss) Per Share | Earnings Per Share The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares of common stock outstanding during the period. Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and six months ended June 30, 2019, the Company identified a computational error related to the number of outstanding common shares included in its earnings (loss) per share calculations during 2018 and 2019. Management has concluded that the impact of this error on all historical periods is immaterial and therefore has not adjusted the earnings (loss) per share amounts for any periods prior to September 30, 2019. Rather, the adjustment to remove 1.8 million unvested shares has been made beginning with the three- and nine-months ended September 30, 2019. The number of outstanding shares of Common Stock for voting purposes remains at 22.3 million shares, as the aforementioned 1.8 million shares are entitled to vote those shares during the vesting period. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. The contingent consideration fair value adjustment is a mark-to-market adjustment based on the decline of approximately 80% in the Company's stock price from December 31, 2018 to June 30, 2019, coupled with the Company not anticipating reaching Adjusted EBITDA requirements outlined in the original agreement at September 30, 2019, see Note. 8 Fair Value of Financial Instruments . The Company is required to reverse the mark-to-market adjustment from the numerator as shown below. Diluted EPS assumes the dilutive effect of (i) contingently issuable earn-out shares, (ii) Series A cumulative convertible preferred stock, using the if-converted method, and (iii) the assumed exercise of in-the-money stock options and warrants and the assumed vesting of outstanding restricted stock units (“RSUs”), using the treasury stock method. Whether the Company has net income or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed the same as basic EPS. The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net income (loss) 12,609 5,736 (4,072 ) (6,741 ) Less: Convertible Preferred Stock dividends (759 ) (524 ) (2,202 ) (1,072 ) Less: Contingent consideration fair value adjustment (see Note 8) (4,247 ) — (23,082 ) — Net income (loss) available to common stockholders 7,603 5,212 (29,356 ) (7,813 ) Denominator: Weighted average common shares outstanding - basic (1) 20,446,811 21,577,650 20,425,801 21,577,650 Series B Preferred - Warrants 2,845,840 — — — Convertible Series A Preferred Stock 11,486,534 3,522,438 — — Restricted stock units 640,247 — — — Weighted average shares for diluted computation 35,419,432 25,100,088 20,425,801 21,577,650 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 8,968,856 2,832,765 Series B Preferred - Warrants at closing — — 1,325,779 — RSUs — — 542,421 — Basic EPS 0.37 0.24 (1.44 ) (0.36 ) Diluted EPS 0.24 0.23 (1.44 ) (0.36 ) (1) The contingent earn-out shares were not included at September 30, 2019 and were removed from September 30, 2018, respectively. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at September 30, 2019 and 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 646,405 of vested and unvested Options and 817,817 of unvested RSUs were also not potentially dilutive as of September 30, 2019 as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period. (3) The 1.8 million unvested earnout shares were not included at September 30, 2019 due to the exercise price being greater than the average market price of the common stock during the period. Series A Preferred Stock As of September 30, 2019, we had 34,965 shares of Series A Preferred Stock with an initial stated value of $1,000 per share plus accumulated but unpaid dividends, for total consideration of $37.7 million . Dividends are paid on the Series A Preferred Stock when declared by our Board. To extent permitted, dividends are required to be paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at the following rates: • 6% per annum from the original issuance of the Series A Preferred Stock on March 26, 2018 (the “Closing Date”) until the date (the “ 18 Month Anniversary Date”) that is 18 months from the Closing Date; and • 10% per annum during the period from and after the 18 Month Anniversary Date; So long as any shares of Series B Preferred Stock of the Company, (the “Series B Preferred Stock”), which are currently either designated as Series B-1 Preferred Stock (“Series B-1 Preferred Stock”) or Series B-2 Preferred Stock (“Series B-2 Preferred Stock”), and (referred to collectively as “Series B Preferred Stock”), are outstanding or from and after the occurrence of any non-payment event or default event and until cured or waived, the foregoing rates will increase by 2% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective as of the applicable dividend date without any further action by the Board at the following rates: • 8% per annum during the period from May 20, 2019 through the 18 Month Anniversary Date; and • 12% per annum during the period from and after the 18 Month Anniversary Date. As of September 30, 2019 , the Company has accrued a cumulative of $2.7 million in dividends to holders of Series A Preferred Stock as a reduction to additional paid-in capital. Series B Preferred Stock As of September 30, 2019, we had 100,000 shares of Series B Preferred Stock outstanding, with each share having an initial stated value of $1,000 plus accumulated but unpaid dividends. Our common stock and Series A Preferred Stock are junior to the Series B Preferred Stock. Dividends are paid on the Series B Preferred Stock when declared by our Board. To the extent not prohibited by applicable law, dividends are required to be declared and paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 at the following rates: • On Series B-1 Preferred Stock with respect to any dividend period for which the Total Net Leverage Ratio (as defined in the Third A&R Credit Agreement (as defined in see Note. 9 Debt ) is greater than 1.50 :1.00, 15% per annum (or 13.5% per annum if a deleveraging event (as defined below) has occurred prior to the date dividends are paid with respect to such dividend period) and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 :1.00, 13.5% per annum. • On Series B-2 Preferred Stock with respect to any dividend period for which the Total Net Leverage Ratio is greater than 1.50 :1.00, 15% per annum (or 13.5% per annum if a deleveraging event has occurred prior to the date dividends are paid with respect to such dividend period) and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 :1.00, 12% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on Series B Preferred Stock and is effective as of the applicable dividend date without any further action by the Board at a rate of 18% per annum; provided that, during the period from the occurrence of a deleveraging event until the date that is two years from such deleveraging event, such dividend rate shall instead be 15% per annum. A deleveraging event means certain equity financings or issuances of stock where the proceeds of such equity financings are used exclusively to permanently reduce senior secured indebtedness by at least $50.0 million , or the Total Net Leverage Ratio as of the last day of any fiscal quarter is less than or equal to 1.50 :1.00. The Company has accrued a cumulative of $4.1 million in accrued dividends to holders of Series B Preferred Stock, which is recorded as interest expense in the Company's condensed consolidated statements of operations for the quarter ended September 30, 2019. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's valuation of Series B Preferred Stock. Stock Compensation Under guidance of ASC Topic 718 “Compensation — Stock Compensation,” stock-based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award). The fair value of the RSUs was based on the closing market price of our common stock on the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the three months ended September 30, 2019 and 2018, we recognized $1.1 million and $0.5 million in compensation expense, respectively, and $2.8 million and $0.5 million for the nine months ended September 30, 2019 and 2018, respectively. | Earnings (Loss) Per Share The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. Diluted EPS assumes the dilutive effect of (i) contingently issuable earn-out shares, (ii) Series A cumulative convertible preferred stock, using the if-converted method, and (iii) the assumed exercise of in-the-money stock options and warrants and the assumed vesting of outstanding RSUs, using the treasury stock method. Whether the Company has net income or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2018 2017 2016 Numerator: Net income from continuing operations $ 4,244 $ 16,525 $ 64,451 Less: Convertible preferred share dividends (1,597 ) — — Less: Contingent consideration fair value adjustment (46,291 ) — — Net (loss) income from continuing operations available to common stockholders (43,644 ) 16,525 64,451 Net income from discontinued operations available to common stockholders — — 1,087 Net (loss) income available to common stockholders $ (43,644 ) $ 16,525 $ 65,538 Denominator: Weighted average common shares outstanding - basic and diluted (1) 21,665,965 21,577,650 21,577,650 Anti-dilutive: (2) Convertible preferred shares 3,100,085 — — RSUs 59,445 — — Net (loss) income from continuing operations per common share - basic and diluted $ (2.01 ) $ 0.77 $ 2.99 Net income from discontinued operations per common share - basic and diluted — — 0.05 Net (loss) income per common share - basic and diluted $ (2.01 ) $ 0.77 $ 3.04 ——— (1) The contingent earn-out shares were not included at December 31, 2018. See Note 8 . Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive as of December 31, 2018. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at December 31, 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 713,260 of unvested Options and 187,026 of unvested RSUs were also not potentially dilutive as of December 31, 2018 as the respective exercise price or average stock price required for vesting of such award was greater than the average market price of the common stock during the period. The calculation of weighted average common shares outstanding during the periods preceding a reverse recapitalization generally requires the Company to use the capital structure of the entity deemed to be the acquirer for accounting purposes to calculate EPS. However, as a limited liability company, IEA Services had no outstanding common shares prior to the Merger. Therefore, the weighted average common shares outstanding for all comparable prior periods preceding the Merger is based on the capital structure of the acquired company, as management believes that is the most useful measure. Shares Outstanding Company (f/k/a M III Acquisition Corp.) shares outstanding as of December 31, 2017 19,210,000 Redemption of shares by M III stockholders prior to the Merger (7,967,165 ) Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (93,685 ) Shares issued to Infrastructure and Energy Alternatives, LLC/Seller 10,428,500 IEA shares outstanding as of March 26, 2018 21,577,650 At the closing of the Merger, 34,965 shares of Series A convertible preferred stock were issued to the Seller with an initial stated value of $1,000 per share, for total consideration of $35.0 million . Dividends on each share of Series A preferred stock accrue at a rate of 6% per annum during the period from the Closing Date until the 18 -month anniversary of the Closing Date and 10% per annum thereafter, with such dividends payable quarterly in cash. These shares are convertible to common shares under certain circumstances. For the year ended December 31, 2018 , the Board declared $1.6 million in dividends to holders of Series A preferred stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The 2011 Profits Interest Unit Incentive Plan (the “2011 Equity Plan”) was terminated upon the closing of the Merger in March 2018 and all equity-based awards, which were granted in the form of profit units of the Seller, were canceled with no such amounts available for future issuance under the 2011 Equity Plan. In March 2018, the Company adopted the 2018 IEA Equity Incentive Plan (the “2018 Equity Plan”), which provided for 2,157,765 shares to be available for granting to certain officers, directors and employees under the plan. The plan allows for the granting of both RSUs and Options. On September 14, 2018, the Company's Board granted 374,052 RSUs and 713,260 Options to executives and management under the 2018 Equity Plan. The grants were documented in RSU and Option Award Agreements, which provided for a vesting schedule and require continuing employment. The RSUs and Options vest 50% after four years of continuous service from the Merger Closing Date, in equal installments of one-fourth on each of the first four anniversaries of the Closing Date, 25% on the later of one year from the Closing Date or the first date upon which the closing sale price of the Company's common stock for any 20 trading days in a consecutive 30 -day trading period equals or exceeds $12.00 per share and 25% on the later of one year from the Closing Date or the first date upon which the closing sale price of the Company's common stock for any 20 trading days in a consecutive 30 -day trading period equals or exceeds $14.00 per share. Stock-based compensation cost is measured at the date of grant based on the calculated fair value of the stock-based award and is recognized as expense using the straight-line method over the employee’s requisite service period (generally the vesting period of the award) within selling, general and administrative expenses. The following table provides the components of stock-based compensation expense and the associated tax benefit recognized for the year ended December 31, 2018. For the years ended December 31, 2017 and 2016, the Company recognized $0.1 million and $0.2 million , respectively, of expense under the 2011 Equity Plan. (in thousands) 2018 Options $ 487 RSUs 585 Stock-based compensation expense 1,072 Tax benefit for stock-based compensation expense — Stock-based compensation expense, net of tax $ 1,072 Employee Options Options are granted with exercise prices equal to market prices on the date of grant and expire 10 years from the date of grant. Options are typically granted to officers and key employees selected by the Compensation Committee of the Board. The following table summarizes all Option activity during 2018 : Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2018 — $ — Granted 713,260 10.37 Exercised — — Forfeited — — Outstanding at December 31, 2018 713,260 $ 10.37 Vested or expected to vest at December 31, 2018 713,260 10.37 Exercisable at December 31, 2018 — — — 0 The Company has a policy of issuing new common shares to satisfy the exercise of Options. As of December 31, 2018 , there was $3.1 million of unrecognized stock-based compensation expense for unvested Options, and the expected remaining expense period was 3.25 years. The weighted average grant-date fair value per share of Options granted in 2018 was $10.37 . The Company estimated the fair value of Options issued using the Black-Scholes option pricing model. Expected volatilities were based on the historical volatility of the Company’s stock, peer group and other factors. The Company used historical data to estimate Option exercises and employee terminations within the valuation model. Dividends were based on an estimated dividend yield. The risk-free interest rates used for the periods within the contractual life of the Options were based on the U.S. Treasury rates in effect at the time of the grant. Option valuation models require the input of subjective assumptions including the expected volatility and lives. The following assumptions were used to value Option grants during 2018: 2018 Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 2.63 % Expected life (in years) 4.0 Employee RSUs RSUs are awarded to select employees and, when vested, entitle the holder to receive a specified number of shares of the Company's common stock, including shares resulting from dividend equivalents paid on such RSUs. The value of RSU grants was measured as of the grant date using the closing price of IEA's common stock. The following table summarizes all activity for RSUs awarded to employees during 2018 : Number of RSUs Weighted Average Grant-Date Fair Value Per Share Unvested at January 1, 2018 — $ — Granted 449,050 10.37 Vested — — Forfeited — — Unvested at December 31, 2018 449,050 $ 10.37 As of December 31, 2018 , there was $3.7 million of unrecognized stock-based compensation expense for unvested RSUs awarded to employees, and the expected remaining expense period was 3 years. Non-employee Director RSUs For service in 2018 , the non-employee directors of the Board were granted 68,562 RSUs on December 31, 2018, valued at $0.6 million . These RSUs will vest on March 31, 2019. The value of RSU grants was measured as of the grant date using the closing price of IEA's common stock. As of December 31, 2018 , there was $0.6 million of unrecognized stock-based compensation expense for unvested non-employee director RSUs, and the expected remaining expense period was 3 months. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Income Taxes The Company’s statutory federal tax rate was 21.00% for the periods ended September 30, 2019 and 2018 , respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 12.0% . A small number of states do not impose an income tax. The effective tax rates for the three months ended September 30, 2019 and 2018 were (4.6)% and 13.2% , respectively. The effective tax rates for the nine months ended September 30, 2019 and 2018 were 43.0% and 15.8% , respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from permanent differences related to the revaluation of the contingent liability fair value adjustment and interest accrued for the Series B Preferred Stock, which is not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended September 30, 2019 and 2018 . | Income Taxes The Company is a corporation that is subject to U.S. federal income tax, various state income taxes, Canadian federal taxes and provincial taxes. (Loss) income before income taxes and the related tax (benefit) provision are as follows: Year ended December 31, (in thousands) 2018 2017 2016 (Loss) income before income taxes: U.S operations $ (7,955 ) $ 29,313 $ 54,238 Non-U.S. operations (743 ) 1,075 — Total (loss) income before taxes $ (8,698 ) $ 30,388 $ 54,238 Current (benefit) provision: Federal $ (23 ) $ 313 $ 1,168 State (902 ) 2,099 3,306 Total current (benefit) provision (925 ) 2,412 4,474 Deferred (benefit) provision: Federal (10,399 ) 11,637 (12,775 ) State (1,618 ) (186 ) (1,912 ) Total deferred (benefit) provision (12,017 ) 11,451 (14,687 ) Total (benefit) provision for income taxes $ (12,942 ) $ 13,863 $ (10,213 ) A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate from continuing operations is as follows: Year ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 34.0 % 34.0 % State and local income taxes, net of federal benefits 26.5 3.9 3.4 Permanent items 101.1 3.8 (0.1 ) Change in valuation allowance — (0.1 ) (57.5 ) Rate change (1.0 ) 1.0 — Other 1.2 3.0 1.4 Effective tax rate 148.8 % 45.6 % (18.8 )% Significant differences in the effective tax rate between the years ended December 31, 2018 and 2017 related to the change in the U.S. federal corporate income tax rate as a result of the 2017 Tax Act, the permanent items pertaining to contingent consideration, the Merger and the acquisitions made in 2018, and state taxes. The difference in the effective tax rate between the years ended December 31, 2017 and 2016 (and the negative tax rate in 2016) was driven by the release of a valuation allowance on loss carryforwards in 2016. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial statement purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) as of December 31, 2018 and 2017, respectively, are as follows: December 31, (in thousands) 2018 2017 Deferred tax assets: Allowance for doubtful accounts $ 15 $ 31 Accrued liabilities and deferred compensation 1,999 1,600 Alternative minimum tax credit carryforwards 1,069 1,043 Net operating loss carryforwards 10,701 2,532 Transaction costs 1,695 — Goodwill — 1,239 Section 163(j) interest limitation 2,810 — Other reserves and accruals 436 — Less: valuation allowance — (4 ) Total deferred tax assets 18,725 6,441 Deferred tax liabilities: Property, plant and equipment (5,795 ) (2,977 ) Equipment under capital lease (426 ) (346 ) Intangibles (949 ) (17 ) Goodwill (340 ) — Other — (21 ) Total deferred tax liabilities (7,510 ) (3,361 ) Net deferred tax asset $ 11,215 $ 3,080 The Company assesses the realizability of the deferred tax assets at each balance sheet date based on actual and forecasted operating results in order to determine the proper amount, if any, required for a valuation allowance. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. It is management’s belief that it is more likely than not that the net deferred tax assets related to the Company will be utilized prior to expiration. As of December 31, 2018, the Company had a federal net operating loss carryover of $40.1 million and net operating loss carryovers in certain state tax jurisdictions of approximately $45.6 million , which may be applied against future taxable income. $10.5 million of the federal net operating loss carryover was incurred prior to 2018 and will begin to expire in 2035. The state net operating loss carryovers will begin to expire in 2025. As of December 31, 2018, the Company had total alternative minimum tax credit carryovers of approximately $1.1 million . The Company files income tax returns in U.S. federal, state and certain international jurisdictions. For federal and certain state income tax purposes, the Company’s 2015 through 2017 tax years remain open for examination by the tax authorities under the normal statute of limitations. For certain international income tax purposes, the Company’s 2014 through 2017 tax years remain open for examination by the tax authorities under the normal statute of limitations. The Company classifies interest expense and penalties related to unrecognized tax benefits as components of the income tax provision. There were no such interest or penalties recognized in the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, and there were no corresponding accruals as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company had not identified any uncertain tax positions for which recognition was required. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company participates in numerous multi-employer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As of December 31, 2018, 2017 and 2016 , 26% , 25% and 25% , respectively, of the Company’s employees were members of collective bargaining units. As one of many participating employers in these MEPPs, the Company is responsible, with the other participating employers, for any plan underfunding. Contributions to a particular MEPP are established by the applicable collective bargaining agreements; however, required contributions may increase based on the funded status of a MEPP and legal requirements of the Pension Protection Act of 2006, which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact the funded status of a MEPP include investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. If a contributing employer stops contributing to a MEPP, the unfunded obligations of the MEPP may be borne by the remaining contributing employers. Assets contributed to an individual MEPP are pooled with contributions made by other contributing employers; the pooled assets will be used to provide benefits to the Company’s employees and the employees of the other contributing employers. An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to: (a) an increase in the contribution rate as a signatory to the applicable collective bargaining agreement, (b) a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP and/or (c) a reduction in the benefits to be paid to future and/or current retirees. In addition, the Pension Protection Act of 2006 requires that a 5% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a collective bargaining agreement is in place with terms and conditions consistent with the RP. The zone status included in the table below is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are greater than 65% and less than 80% funded, and plans in the green zone are at least 80% funded. The Company could also be obligated to make payments to MEPPs if the Company either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because of a reduction in the number of employees who are covered by the relevant MEPP for various reasons. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding the MEPP’s current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether participation in these MEPPs could have a material adverse impact on the Company’s financial condition, results of operations or cash flows. The nature and diversity of the Company’s business may result in volatility of the amount of contributions to a particular MEPP for any given period. That is because, in any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable collective bargaining agreement. When the particular project(s) finishes and is not replaced, the level of direct labor of contributions to a particular MEPP could also be affected by the terms of the collective bargaining agreement, which could require at a particular time, an increase in the contribution rate and/or surcharges. The following tables list the MEPPs the Company considered individually significant in 2018 , 2017 and 2016 . The Company considers individually significant to be any plan over 5% of its total contributions to all MEPPs for that year. For the years ended December 31, 2018, 2017 and 2016 , these plans represented 63% , 54% and 65% of total dollars contributed by the Company, respectively, and six of 55 , four of 52 and seven of 22 total plans contributed to by the Company. All of the Company's contributions were less than 5% of the total plan contributions contributed by all participating employers. This information was obtained from the respective plans’ Form 5500 for the most current available filing, which among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. These dates may not correspond with the Company’s calendar year contributions. For the year ended December 31, 2018 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2018 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 2,906 No January 2018 April 2019, March 2023, March 2020, May 2020 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 1,100 No March 2017 June 2019 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 1,330 No January 2018 April 2021 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 998 No April 2018 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Red Implemented 840 No April 2018 April 2018 Laborers National Pension Fund 75-1280827 Red Implemented 744 No 2018 March 2019 Other funds 4,748 Total MEPP contributions $ 12,666 For the year ended December 31, 2017 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2017 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 1,646 No January 2017 April 2019, March 2018, May 2018 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 839 No December 2016 April 2018 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 597 No March 2017 June 2018 Iron Workers St. Louis District Council Pension Trust 43-6052659 Green No 384 No October 2016 April 2017 Other funds 2,946 Total MEPP contributions $ 6,412 For the year ended December 31, 2016 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2016 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 1,268 No January 2016 March 2018 Central Laborers' Pension Fund 37-6052379 Red Implemented 408 No December 2015 April 2017, April 2018 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 989 No April 2016 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Yellow Implemented 675 No April 2016 May 2018 Mo-Kan Iron Workers Pension Fund 43-6130595 Green No 619 No January 2016 March 2017 Iron Workers Mid-America Pension Plan 36-6488227 Green No 560 No December 2015 May 2018 Midwest Operating Engineers Pension Trust Fund 36-6140097 Yellow Implemented 482 No March 2016 May 2018 Other funds 2,427 Total MEPP contributions $ 7,428 The zone status above represents the most recent available information for the respective MEPP, which is 2017 for the plan year ended in 2018 , 2016 for the plan year ended in 2017 and 2015 for the plan year ended in 2016 . |
Related Parties
Related Parties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Parties | Related Party Transactions Clinton Lease Agreement On October 20, 2017, the Company enacted a plan to restructure the ownership of a building and land which resulted in the transfer of ownership of such building and land from its consolidated subsidiary, White Construction, LLC, to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Infrastructure and Energy Alternatives, LLC. The lease has been classified as an operating lease with monthly payments through 2038. The Company's rent expense related to the lease during the three months ended September 30, 2019 and 2018, was $178 and $153 , respectively, and for the nine months ended September 30, 2019 and 2018, was $534 and $459 , respectively. On October 30, 2019, Cayman Holdings sold the building to a third party that assumed the future payments and terms of the existing lease. The Company will continue to have rent expense related to the lease but it will no longer be with a related party. Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Contingent Consideration Infrastructure and Energy Alternatives, LLC 100 % Series B-2 Preferred Stock Ares 100 % | Related Parties Credit Support Fees The Company had debt facilities and other obligations under surety bonds and stand-by letters of credit under the old credit facility that were guaranteed by the two funds that had majority ownership in the Seller. The Company paid a fee for those guarantees based on the total amount outstanding. The Company expensed $0.2 million , $1.5 million and $3.0 million related to these fees during the years ended December 31, 2018, 2017 and 2016 , respectively. $0.6 million of the 2016 amount was included within net income from discontinued operations in the consolidated statement of operations. Clinton Lease Agreement On October 20, 2017, the ownership of a building and land was transferred from White to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Seller. White then entered into a lease with Cayman Holdings for use of the building and land. This lease has been classified as an operating lease with monthly payments through 2038. The Company's rent expense related to the lease was $0.7 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively. |
Subsequent Event
Subsequent Event | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Events [Abstract] | ||
Subsequent Event | Subsequent Event Third Equity Commitment Agreement On October 29, 2019, the Company entered into the Third Equity Commitment Agreement (the “Third Equity Commitment Agreement”) among the Company, funds managed by Ares Management Corporation (“Ares”) and funds managed by Oaktree Capital Management (“Oaktree”). Pursuant to the Third Equity Commitment Agreement, the Company agreed to issue and sell 80,000 shares of newly designated Series B-3 Preferred Stock (the “Series B-3 Preferred Stock”) and 3,568,750 Warrants for an aggregate purchase price of $80.0 million (the “Initial Closing”). Consummation of the Initial Closing is subject to a number of conditions; however, funding is expected to occur within 12 business days from October 29th. After the Initial Closing, Ares and Oaktree, pursuant to the Third Equity Commitment Agreement are each required, subject to certain conditions, to purchase up to an additional 15,000 shares (collectively 30,000 shares) of Series B-3 Preferred Stock and 515,625 Warrants (collectively 1,031,250 Warrants), resulting in additional proceeds to the Company in an amount of up to $30.0 million , if, by certain agreed upon dates, the Company has not repaid at least an additional $30.0 million under its term loan using excess cash and proceeds from the Rights Offering. Rights Offering Agreement On October 29, 2019, the Company entered into the Rights Offering Agreement (the “Rights Agreement”). Pursuant to the Rights Agreement, assuming all applicable conditions are satisfied, the Company has agreed to conduct a rights offering and to distribute a transferrable right, but not the obligation, to purchase Series B-3 Preferred Stock and warrants to purchase common stock to the holders of the Company’s outstanding common stock other than parties to the Third Equity Commitment Agreement and each of their director designees, the officers of the Company, and any related party of the foregoing (the “Rights Offering”). The Rights Offering will be subject to a maximum participation of 15,000 shares of Series B-3 Preferred Stock being issued, plus warrants at the rate of 5.5 per $160 of Series B-3 Preferred Stock purchased, an individual investment minimum of $50,000 and an individual investment maximum of the greater of the holder's pro rata share of the common stock eligible to participate and $2.25 million . Preferred Stock Exchange Agreement On October 29, 2019, the Company entered into the Preferred Stock Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the holder of our Series A Preferred Stock has agreed to exchange 50% of its total Series A Preferred Stock outstanding into shares of Series B-3 Preferred Stock and Warrants at the Initial Closing. The number of shares of Series B-3 Preferred Stock to be issued in the exchange will be calculated by dividing the stated value (including unpaid accumulated and compounded dividends) of each share of Series A Preferred Stock to be exchanged by a price per share of Series B-3 Preferred Stock of $1,000 . The number of warrants to be issued will be at a rate of 5.5 warrants per $160 of stated value of the Series A Preferred Stock exchanged. | Subsequent Event On March 13, 2019, the Company completed a sale-leaseback transaction related to certain assets that were acquired as part of our recent acquisitions of approximately $25.0 million . |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed unaudited consolidated financial statements include the accounts of IEA and its wholly-owned direct and indirect domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s 2018 Annual Report on Form 10-K. | The accompanying consolidated financial statements include the accounts of Infrastructure and Energy Alternatives, Inc. and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Services, IEA Management Services, Inc., IEA Constructors, Inc. (f/k/a IEA Renewable, Inc.), White Construction, Inc. (“White”), White Electrical Constructors, Inc., IEA Equipment Management, Inc., White’s wholly-owned subsidiary H.B. White Canada Corp. (“H.B. White”), and from their date of acquisition, CCS and William Charles. All intercompany accounts and transactions are eliminated in consolidation. The Company operates in one reportable segment, providing EPC services. Operations prior to the Merger are the historical operations of IEA Services as discussed in Note 2. Merger, Acquisitions and Discontinued Operations . |
Basis of Accounting | The accompanying consolidated financial statements have been prepared in accordance with GAAP. | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). |
Use of Estimates | The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of project revenue and profit or loss (which the Company defines as project revenue less project costs of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; accrued self-insurance reserves; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. | The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project cost of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; fair value estimates, including those related to acquisitions and contingent consideration; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. The Company maintains cash balances, which, at times, may exceed the amounts insured by the Federal Deposit Insurance Corporation. | |
Accounts Receivable | Accounts Receivable The Company does not accrue interest to its customers and carries its customer receivables at their face amounts, less an allowance for doubtful accounts. Accounts receivable include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Accounts receivable include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a small portion of progress billings on the contract price, typically 10%, to be withheld by the customer until after the Company has completed work on the project. Based on the Company’s experience with similar contracts in recent years, billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not collected within one year. The Company grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written off against the allowance for doubtful accounts. | |
Revenue Recognition | Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of September 30, 2019 . The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to revenue, costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 98.5% and 99.8% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 94.1% and 97.4% for the nine months ended September 30, 2019 and 2018, respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis also accounted for under the percentage of completion method totaled 1.5% and 0.2% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 5.9% and 2.6% for the nine months ended September 30, 2019 and 2018 , respectively. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material, and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications, and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying condensed consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying condensed consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These contract balances are generally settled within one year. | Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of December 31, 2018. The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practice, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These balances are generally settled within one year. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. |
Self-Insurance | Self-Insurance The Company is self-insured up to the amount of its deductible for its medical and workers’ compensation insurance policies. For the years ended December 31, 2018, 2017 and 2016 , the Company maintained insurance policies subject to per claim deductibles of $0.5 million , for its workers' compensation policy. Liabilities under these insurance programs are accrued based upon management’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported with assistance from third-party actuaries. The Company’s liability for employee group medical claims is based on analysis of historical claims experience and specific knowledge of actual losses that have occurred. The Company is also required to post letters of credit and provide cash collateral to certain of its insurance carriers and to obtain surety bonds in certain states. The Company’s self-insurance liability is reflected in the consolidated balance sheets within accrued liabilities. The determination of such claims and expenses and the appropriateness of the related liability is reviewed and updated quarterly, however, these insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of the Company’s liability in proportion to other parties and the number of incidents not reported. Accruals are based upon known facts and historical trends. Although management believes its accruals are adequate, a change in experience or actuarial assumptions could materially affect the Company’s results of operations in a particular period. | |
Company-Owned Life Insurance | Company-Owned Life Insurance The Company has life insurance policies on certain key executives. Company-owned life insurance is recorded at its cash surrender value or the amount that can be realized. | |
Leases | Leases The Company leases certain real estate, construction equipment and office equipment. The terms and conditions of leases (such as renewal or purchase options and escalation clauses), if material, are reviewed at inception to determine the classification (operating or capital) of the lease. Nonperformance-related default covenants, cross-default provisions, subjective default provisions and material adverse change clauses contained in material lease agreements, if any, are also evaluated to determine whether those clauses affect lease classification. | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost, or if acquired in a business combination, at the acquisition-date fair value. Depreciation of property, plant and equipment, including property and equipment under capital leases, is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in other income or expense. The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years | |
Intangible Assets, Net | Intangible Assets, Net The Company's intangible assets represent finite-lived assets that were acquired in a business combination, consisting of customer relationships, trade names and backlog, and are recorded at acquisition-date fair value. These assets are amortized over their estimated lives, which are generally based on contractual or legal rights. Amortization of customer relationship and trade name intangibles is recorded within selling, general and administrative expenses in the consolidated statements of operations, and amortization of backlog intangibles is recorded within cost of revenue. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired impact the amount and timing of future amortization. | |
Impairment of Property, Plant and Equipment and Intangibles | Impairment of Property, Plant and Equipment and Intangibles Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. | |
Goodwill | Goodwill Goodwill represents the excess purchase price paid over the fair value of acquired intangible and tangible assets. The Company applies the provisions of Accounting Standards Codification (“ASC”) Topic 350, Intangibles - Goodwill and Other . Accordingly, goodwill is not amortized but rather is assessed at least annually for impairment on July 1st and tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative approach. The quantitative assessment for goodwill was historically a two-step process. As discussed below, as of January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2017-04, Intangibles - Goodwill and Other, Simplifying the Accounting for Goodwill Impairment , which removed the second step of the quantitative goodwill impairment test. The first (and now final) step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value using the income approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenue and profitability growth forecasts, selection of a discount rate and selection of a terminal year multiple. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company would record an impairment charge equal to the difference, not to exceed the carrying amount of goodwill. | |
Business Combinations/Contingent Consideration | Business Combinations The Company accounts for its business combinations in accordance with ASC 805, Business Combinations , which requires an acquirer to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed and any non-controlling interests (if applicable) in the acquiree at the acquisition date. The purchase is accounted for using the acquisition method, and the fair value of purchase consideration is allocated to the tangible and intangible assets acquired and the liabilities assumed based on their estimated fair values. The excess, if any, of the fair value of the purchase consideration over the fair value of the identifiable net assets is recorded as goodwill. Conversely, the excess, if any, of the net fair values of the identifiable net assets over the fair value of the purchase consideration is recorded as a gain. The fair values of net assets acquired are calculated using expected cash flows and industry-standard valuation techniques, and these valuations require management to make significant estimates and assumptions. These estimates and assumptions are inherently uncertain, and as a result, actual results may materially differ from estimates. Significant estimates include, but are not limited to, future expected cash flows, useful lives and discount rates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to either goodwill or gain, depending on whether the fair value of purchase consideration is in excess of or less than net assets acquired. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition costs related to business combinations are expensed as incurred. Contingent Consideration As part of the Merger, the Company agreed to issue additional common shares to the Seller upon satisfaction of financial targets for 2018 and 2019. This contingent liability, which is presented as contingent consideration in the consolidated balance sheet, was measured at its estimated fair value as of the Closing Date using a Monte Carlo simulation and subsequent changes in fair value are recorded within other (expense) income, net in the consolidated statement of operations. See Note 8 . Fair Value of Financial Instruments for further discussion. | |
Debt Issuance Costs | Debt Issuance Costs Financing costs incurred with securing a term loan are deferred and amortized to interest expense, net over the maturity of the respective loan using the effective interest method and are presented as a direct deduction from the carrying amount of the related debt. Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense, net over the contractual term of the arrangement on a straight-line basis and are presented as a direct deduction from the carrying amount of the related debt. | |
Stock-Based Compensation | Stock-Based Compensation IEA has an equity plan which grants stock options (“Options”) and restricted stock units (“RSUs”) to certain key employees and members of the Board of Directors of the Company (the “Board”) for their services on the Board. The Company recognizes compensation expense for these awards in accordance with the provisions of ASC 718, Stock Compensation , which requires the recognition of expense related to the fair value of the awards in the Company’s consolidated statement of operations. The Company estimates the grant-date fair value of each award at issuance. For awards subject to service-based vesting conditions, the Company recognizes compensation expense equal to the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. | |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”), which enacted major changes to the U.S. tax code, including a reduction in the U.S. federal corporate income tax rate from 35% to 21% , effective January 1, 2018. As a result, the Company’s U.S. deferred income tax balances were required to be remeasured in 2017. Management considered the implications of the 2017 Tax Act, including the rate change, 100% immediate expensing, toll charge, Alternative Minimum Tax (“AMT”) credit change and state impacts on the calculation of the provision for income taxes for the year ended December 31, 2017. The effect of these changes in tax law was $0.3 million , which the Company recognized within the provision for income taxes in the consolidated statement of operations for the year ended December 31, 2017. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. | |
Litigation and Contingencies | Litigation and Contingencies Accruals for litigation and contingencies are reflected in the consolidated financial statements based on management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement , which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions and valuation techniques when little or no market data exists for the assets or liabilities. Fair values of financial instruments are estimated using public market prices, quotes from financial institutions and other available information. | |
Segments | Reportable Segments We segregate our business into two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 13. Segments for a description of the reportable segments and their operations. | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision makers are the chief executive officer and chief financial officer. The Company operates as a single segment and therefore reports its operations as one reportable segment. |
Discontinued Operations | Discontinued Operations The Company accounts for business dispositions, businesses held for sale and abandonments in accordance with ASC 205-20, Discontinued Operations . ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. See Note 2 . Merger, Acquisitions and Discontinued Operations for further information. | |
New Accounting Pronouncements | New Accounting Pronouncements The effective dates shown in the following pronouncements are based on the Company's current status as an “emerging growth company.” In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company has substantially completed its assessment of the potential effects of these ASUs on its consolidated financial statements, business processes, systems and controls. The Company’s assessment included a detailed review of representative contracts at each of the Company’s segments and a comparison of its historical accounting policies and practices to the new standard. Based on the Company’s review of various types of revenue arrangements, the Company expects to recognize revenue and earnings over time utilizing the cost-to-cost measure of progress for its fixed price contracts and other service agreements, consistent with current practice. For these contracts, the cost-to-cost measure of progress best depicts the transfer of control of goods or services to the customer under the new standard. The Company has substantially completed its analysis of the information necessary to enable the preparation of the financial statements and related disclosures under the new standard. As part of this analysis, the Company evaluated its information technology capabilities and systems, and does not expect to incur significant information technology costs to modify systems currently in place. The Company will implement targeted changes to its internal reporting processes to facilitate gathering the data needed for reporting and disclosure under the new standard. The Company will also implement updates to its control processes and procedures, as necessary, based on changes resulting from the new standard. The Company does not expect any such updates to materially affect the Company’s internal controls over financial reporting. The Company anticipates adopting the standard using the modified retrospective transition approach. Under this approach, the new standard would apply to all new contracts initiated on or after January 1, 2019. For existing contracts that have remaining obligations as of January 1, 2019, any difference between the recognition criteria in these ASUs and the Company’s current revenue recognition practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. Any potential effect of adoption of these ASUs has not yet been quantified; however, the Company anticipates the adoption will have an impact on both the amount and timing of revenue recognition related to unapproved change orders. The Company is training its impacted employees in business segments for the implementation of the new standard, and continues developing the disclosures required by the new standard. The Company is also reviewing certain contracts entered into by its business segments subsequent to its initial assessment that are expected to have performance obligations remaining as of January 1, 2019 for any cumulative effect adjustments that may be required upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 required entities to adopt the new leases standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10. Commitments and Contingencies for additional information about our leases. The Company will early adopt the standard and it will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company is in the process of implementing leasing software to assist in the integration of the future standard. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per ASU 2018-13 are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact these changes will have on its disclosure requirements for fair value measurement. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures. | Recently Adopted Accounting Standards - Guidance Adopted in 2018 In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. This ASU, which the Company adopted early (based on its “emerging growth company” status) as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities, and is required to be applied retrospectively. This ASU, which the Company adopted early (based on its “emerging growth company” status) as of January 1, 2018, did not have a material effect on the Company’s consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes the second step of the two-step goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The standard must be applied on a prospective basis. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers . The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. The amendments should be applied prospectively on or after the effective dates. Accordingly, the Company’s early adoption of this ASU (based on its “emerging growth company” status) as of January 1, 2018 did not have an impact on the Company’s historical financial statements. Based on the Company’s evaluation of the new guidance, the Company determined that its acquisition of CCS and its acquisition of William Charles both qualify to be accounted for as business combinations. See Note 2 . Merger, Acquisitions and Discontinued Operations for further discussion of these acquisitions. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . This ASU was effective upon issuance and added seven paragraphs to ASC 740, Income Taxes , that contain Securities and Exchange Commission (“SEC”) guidance related to the application of GAAP when preparing an initial accounting of the income tax effects of the 2017 Tax Act which, among other things, allows for a measurement period not to exceed one year for companies to finalize the provisional amounts recorded as of December 31, 2017. Accordingly, the Company finalized its initial accounting of the income tax effects of the 2017 Tax Act during the year ended December 31, 2018, with no adjustments to the provisional amounts initially recognized as of December 31, 2017. Recently Issued Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which replaces most existing revenue recognition guidance in GAAP. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued additional guidance deferring the effective date for one year while allowing entities the option to adopt one year early. For public companies, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that annual reporting period. For as long as the Company remains an “emerging growth company,” the guidance will be effective for its fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. Under the guidance, there are two acceptable adoption methods: (i) full retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients; or (ii) modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. The Company continues to evaluate the impact the adoption of this new standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which is effective for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 requires entities to adopt the new lease standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10 . Commitments and Contingencies for additional information about the Company's leases. For as long as the Company remains an “emerging growth company,” the new guidance will be effective for its fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. This ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per this ASU are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact these changes will have on its disclosure requirements for fair value measurement. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the Company's consolidated financial statements and related disclosures. |
Business, Basis of Presentati_3
Business, Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Concentrations for Revenue and Accounts Receivable | The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Three Months Ended Nine Months Ended September 30, September 30, September 30, 2019 December 31, 2018 2019 2018 2019 2018 Company A * 24.1 % * 22.6 % * 20.0 % Company B * 16.7 % * 12.1 % * * Company C * * 11.7 % * * 19.0 % Company D * 11.7 % * * * * * Amount was not above 10% threshold | The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Year Ended December 31, December 31, 2018 2017 2016 2018 2017 Interstate Power and Light Company 21.0 % * * 20.0 % * Union Pacific Railroad * * * 19.0 % * Trishe Wind Ohio, LLC * * * * 17.0 % Thunder Ranch Wind Project, LLC * 21.0 % * * 15.0 % Twin Forks Wind Farm, LLC * 11.0 % * * * Bruenning's Breeze Wind Farm, LLC * 11.0 % * * * EDF Renewable Development, Inc. * 14.0 % 11.0 % * 11.0 % Cimarron Bend Wind Project, LLC * * 17.0 % * * Osborn Wind Energy, LLC * * 11.0 % * * ——— * Amount was not above 10% threshold. |
Schedule of property plant and equipment | Property, plant and equipment, net consisted of the following (in thousands): September 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,812 $ 4,614 Land 17,600 19,394 Construction equipment 178,239 175,298 Office equipment, furniture and fixtures 3,449 2,994 Vehicles 5,985 4,991 208,085 207,291 Accumulated depreciation (56,301 ) (31,113 ) Property, plant and equipment, net $ 151,784 $ 176,178 | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years Property, plant and equipment, net consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Buildings and leasehold improvements $ 4,614 $ 416 Land 19,394 — Construction equipment 175,298 46,404 Office equipment, furniture and fixtures 2,994 1,451 Vehicles 4,991 404 Total property, plant and equipment 207,291 48,675 Accumulated depreciation (31,113 ) (17,770 ) Property, plant and equipment, net $ 176,178 $ 30,905 |
Merger, Acquisitions and Disc_2
Merger, Acquisitions and Discontinued Operations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | ||
Preliminary identifiable assets acquired and liabilities assumed | The following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the respective acquisition date at fair value for the business combinations described above. The estimated values are not yet finalized and are subject to potentially significant changes. The Company will finalize the amounts recognized as it obtains the information necessary to complete the analyses. The Company expects to finalize these amounts as soon as possible but no later than one year from the respective acquisition dates. Preliminary acquisition-date fair value (in thousands) CCS (1) William Charles Cash and cash equivalents $ 6,413 $ 6,641 Accounts receivable 58,041 69,740 Costs and estimated earnings in excess of billings on uncompleted contracts 9,512 16,095 Other current assets 1,813 7,999 Property, plant and equipment 57,449 49,078 Intangible assets: Customer relationships (2) 19,500 7,500 Trade names (2) 8,900 4,500 Backlog (2) 8,400 5,000 Deferred income taxes (3) (3,920 ) — Other non-current assets 134 75 Accounts payable and accrued liabilities (25,219 ) (60,962 ) Billings in excess of costs and estimated earnings on uncompleted contracts (14,194 ) (14,810 ) Debt, including current portion (52,257 ) (15,672 ) Capital lease obligations, including current portion (1,124 ) — Other non-current liabilities (704 ) (907 ) Total identifiable net assets 72,744 74,277 Goodwill 33,835 3,402 Total purchase consideration $ 106,579 $ 77,679 ——— (1) The estimated acquisition-date fair values pertaining to CCS reflect the following significant changes from the third quarter of 2018: a decrease to property, plant and equipment of $7.6 million , an increase to backlog intangibles of $3.2 million , an increase to debt of $6.4 million , a decrease to other non-current liabilities of $6.2 million and an increase to goodwill of $10.2 million . Additionally, $6.4 million of cash and cash equivalents that was previously presented within debt, net of cash acquired in the third quarter of 2018 was reclassified to a separate line in the table above. (2) See Note 6 . Goodwill and Intangible Assets, Net for disclosure of the weighted average amortization period for each major class of acquired intangible asset. (3) The Company's consolidated deferred income taxes are presented as a net deferred tax asset (long-term) in the consolidated balance sheet as of December 31, 2018. | |
Impact of acquisitions | The following table provides the supplemental unaudited actual and pro forma total revenue and net income of the combined entity had the acquisition date of CCS and William Charles been the first day of our fiscal year 2018: Three months ended September 30, Nine months ended September 30, (in thousands) Actual 2019 Pro forma 2018 Actual 2019 Pro forma 2018 Revenue 422,022 446,557 940,793 948,543 Net income (loss) 12,609 6,016 (4,072 ) (15,448 ) Net income (loss) per common share: Basic earnings per share 0.37 0.25 (1.44 ) (0.77 ) Diluted earnings per share 0.24 0.24 (1.44 ) (0.77 ) The amounts in the supplemental unaudited pro forma 2018 results apply the Company's accounting policies and reflect certain adjustments to, among other things, (i) exclude the impact of transaction costs incurred in connection with the acquisitions, (ii) include additional depreciation and amortization that would have been charged assuming the same fair value adjustments to property, plant and equipment and acquired intangibles had been applied on January 1, 2018, and (iii) include additional interest expense that would have been incurred assuming the incremental borrowings the Company incurred to finance the acquisitions had been outstanding on January 1, 2018. Accordingly, these supplemental unaudited pro forma results have been prepared for comparative purposes only and are not intended to be indicative of the results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period. These results do not include any potential operating efficiencies and cost savings. The following table summarizes the results of operations included in the Company's condensed consolidated statement of operations for CCS and William Charles from their respective dates of acquisition. (in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 CCS William Charles CCS William Charles Revenue 81,248 84,033 211,117 198,879 Net income (loss) 2,707 7,308 616 7,359 Three months ended September 30, 2018 Nine months ended September 30, 2018 CCS William Charles CCS William Charles Revenue 5,600 — 5,600 — Net income (loss) — — — — | The following table summarizes the results of operations included in the Company's consolidated statement of operations for CCS and William Charles from their respective date of acquisition to December 31, 2018 . Year Ended December 31, 2018 (in thousands) CCS William Charles Revenue $ 76,029 $ 49,607 Net (loss) income (613 ) 2,256 The following table provides the supplemental unaudited pro forma total revenue and net (loss) income of the Company had the acquisition date of CCS and William Charles been the first day of IEA's fiscal 2017. Year Ended December 31, Unaudited pro forma data (in thousands, except per share data) 2018 2017 Revenue $ 1,257,616 $ 997,018 Net (loss) income (840 ) 5,792 Net (loss) income per common share - basic and diluted (2.25 ) 0.27 |
Schedule of discontinued operation line items | Major classes of line items constituting net income from discontinued operations for the year ended December 31, 2016 were as follows: (in thousands) Year Ended December 31, 2016 Revenue $ 1,911 Cost of earned revenue, excluding depreciation 1,626 Operating expenses 1,610 Interest and other expenses, net 3,060 Gain on abandonment (4,253 ) Income tax benefit (1,219 ) Net income from discontinued operations $ 1,087 The following table presents the amounts related to the discontinued operations of H.B. White that were included within the significant categories of cash flows in the consolidated statement of cash flows for the year ended December 31, 2016: (in thousands) Year Ended December 31, 2016 Net cash used in operating activities $ (15,539 ) Net cash provided by investing activities 82 Net cash provided by financing activities 15,664 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Schedule of accounts receivable and allowance for doubtful accounts | The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Contract receivables $ 168,413 $ 161,408 Contract retainage 76,103 64,000 Accounts receivable, gross 244,516 225,408 Less: allowance for doubtful accounts (51 ) (42 ) Accounts receivable, net $ 244,465 $ 225,366 Included in costs in excess of billings as of September 30, 2019 are unapproved change orders of approximately $21.0 million for which the Company is pursuing settlement through dispute resolution. Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 102 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 90 — Less: write-offs, net of recoveries (81 ) — (81 ) — Allowance for doubtful accounts at period end $ 51 $ 216 $ 51 $ 216 | The following table provides details of accounts receivable, net of the allowance for doubtful accounts, as of the dates indicated: December 31, (in thousands) 2018 2017 Contract receivables $ 161,408 $ 44,696 Contract retainage 64,000 16,501 Accounts receivable, gross 225,408 61,197 Less: allowance for doubtful accounts (42 ) (216 ) Accounts receivable, net $ 225,366 $ 60,981 Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 12,077 Plus: provision for (reduction in) allowance (174 ) 81 (10,534 ) Less: write-offs, net of recoveries — — (1,408 ) Allowance for doubtful accounts at period-end $ 42 $ 216 $ 135 |
Contracts in Progress (Tables)
Contracts in Progress (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Costs in excess of billings and billings in excess of costs | Contracts in progress were as follows as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,189,496 $ 935,820 Estimated earnings on contracts in progress 111,451 76,883 Revenue on contracts in progress 1,300,947 1,012,703 Less: billings on contracts in progress (1,263,221 ) (1,027,816 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) The above amounts have been included in the accompanying condensed consolidated balance sheets under the following captions (in thousands): September 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 109,540 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (71,814 ) (62,234 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) | Contracts in progress were as follows as of the dates indicated: December 31, (in thousands) 2018 2017 Costs on contracts in progress $ 935,820 $ 861,050 Estimated earnings on contracts in progress 76,883 131,997 Revenue on contracts in progress 1,012,703 993,047 Less: billings on contracts in progress (1,027,816 ) (981,832 ) Net (over) under billings $ (15,113 ) $ 11,215 The above amounts have been included in the consolidated balance sheets under the following captions: December 31, (in thousands) 2018 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 47,121 $ 18,613 Billings in excess of costs and estimated earnings on uncompleted contracts (62,234 ) (7,398 ) Net (over) under billings $ (15,113 ) $ 11,215 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment | Property, plant and equipment, net consisted of the following (in thousands): September 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,812 $ 4,614 Land 17,600 19,394 Construction equipment 178,239 175,298 Office equipment, furniture and fixtures 3,449 2,994 Vehicles 5,985 4,991 208,085 207,291 Accumulated depreciation (56,301 ) (31,113 ) Property, plant and equipment, net $ 151,784 $ 176,178 | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years Property, plant and equipment, net consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Buildings and leasehold improvements $ 4,614 $ 416 Land 19,394 — Construction equipment 175,298 46,404 Office equipment, furniture and fixtures 2,994 1,451 Vehicles 4,991 404 Total property, plant and equipment 207,291 48,675 Accumulated depreciation (31,113 ) (17,770 ) Property, plant and equipment, net $ 176,178 $ 30,905 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Components of and changes in carrying amount of goodwill | The following table provides the changes in the carrying amount of goodwill for 2019 and 2018: (in thousands) Goodwill January 1, 2018 (Renewables Segment) $ 3,020 Acquisitions (Specialty Civil Segment) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil Segment) (2,884 ) September 30, 2019 $ 37,373 | The following table provides the changes in the carrying amount of goodwill for 2018 and 2017: (in thousands) Goodwill January 1, 2017 $ 3,020 Other adjustments — December 31, 2017 3,020 Acquisitions 37,237 December 31, 2018 $ 40,257 |
Schedule of intangible assets | Intangible assets, net consisted of the following as of the dates indicated: September 30, 2019 December 31, 2018 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (3,749 ) $ 22,751 6 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (2,635 ) 10,765 4 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (6,791 ) 7,109 1 year 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (13,175 ) $ 40,625 $ 53,800 $ (2,926 ) $ 50,874 | Intangible assets, net consisted of the following as of the dates indicated: December 31, 2018 December 31, 2017 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 27,000 $ (814 ) $ 26,186 7 years $ — $ — $ — — Trade names 13,400 (575 ) 12,825 5 years 820 (751 ) 69 1 year Backlog 13,400 (1,537 ) 11,863 2 years — — — — $ 53,800 $ (2,926 ) $ 50,874 $ 820 $ (751 ) $ 69 |
Schedule of annual expected amortization expense | The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2019 through 2023: (in thousands) Remainder of 2019 2020 2021 2022 2023 Amortization expense $ 3,354 $ 11,837 $ 6,466 $ 6,466 $ 5,841 | The following table provides the annual intangible amortization expense expected to be recognized for the years 2019 through 2023 : (in thousands) 2019 2020 2021 2022 2023 Amortization expense $ 13,394 $ 11,700 $ 6,537 $ 6,537 $ 5,912 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accrued liabilities consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Accrued project costs $ 61,689 $ 27,097 Accrued compensation and related expenses 15,939 8,855 Other accrued expenses 16,431 10,198 $ 94,059 $ 46,150 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Schedule of liabilities measured at fair value on recurring basis | The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of December 31, 2018 Contingent consideration 23,082 — — 23,082 Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of September 30, 2019 Contingent consideration — — — — Series B-1 Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B-1 Preferred Stock - Additional 6% Warrants 400 — — 400 | The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2018 December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 23,082 $ 23,082 $ — $ — $ — $ — |
Reconciliation of recurring fair value measurements | The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Contingent Consideration Series B Preferred - Series A Conversion Warrants Series B Preferred - Additional 6% Warrants Beginning Balance, December 31, 2018 23,082 $ — $ — Preferred Series B-1 Stock - Additional Warrants — 4,200 400 Fair value adjustment (23,082 ) — — Ending Balance, September 30, 2019 — 4,200 400 | The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the year ended December 31, 2018. There were no changes in such balances for the year ended December 31, 2017. (in thousands) Level 3 Beginning Balance, December 31, 2017 $ — Contingent consideration issued during Merger 69,373 Fair value adjustment - (gain) recognized in other income (46,291 ) Ending Balance, December 31, 2018 $ 23,082 |
Schedule of significant unobservable inputs | Significant unobservable inputs used in the fair value calculation as of the periods indicated were as follows: December 31, 2018 March 26, 2018 Risk premium adjustment 8.0 % 5.0 % Risk-free rate 2.6 % 2.0 % EBITDA volatility 14.0 % 24.5 % Stock price volatility 37.1 % 27.9 % Correlation of EBITDA and stock price 75.0 % 75.0 % |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of debt obligations | Debt consists of the following obligations as of: September 30, 2019 December 31, 2018 Term loan 277,688 300,000 Line of credit — 46,500 Commercial equipment notes 3,820 5,341 Total principal due for long-term debt 281,508 351,841 Unamortized debt discount and issuance costs (23,783 ) (23,534 ) Less: Current portion of long-term debt (31,119 ) (32,580 ) Long-term debt, less current portion 226,606 295,727 Debt - Series B Preferred Stock (1) 104,135 — Unamortized debt discount and issuance costs (27,369 ) — Long-term Series B Preferred Stock 76,766 — | Debt consists of the following obligations as of: December 31, (in thousands) 2018 2017 Line of credit - short-term $ — $ 33,674 Term loan $ 300,000 $ — Line of credit 46,500 — Commercial equipment notes 5,341 — Total principal due for long-term debt 351,841 — Unamortized debt discount and issuance costs (23,534 ) — Less: Current portion of long-term debt (32,580 ) — Long-term debt, less current portion $ 295,727 $ — |
Contractual maturities of debt obligations | Contractual Maturities Contractual maturities of the Company's debt and capital lease (see Note 10. Commitments and Contingencies) obligations as of September 30, 2019 (in thousands): Remainder of 2019 $ 13,965 2020 55,988 2021 51,826 2022 47,276 2023 32,905 Thereafter 257,591 Total contractual obligations $ 459,551 | Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2018 are as follows: (in thousands) Maturities 2019 $ 32,580 2020 31,518 2021 30,761 2022 30,369 2023 76,575 Thereafter 150,038 Total $ 351,841 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments of capital lease obligations | The future minimum payments of capital lease obligations are as follows: (in thousands) Capital Leases 2019 $ 21,240 2020 21,367 2021 15,887 2022 10,920 2023 1,783 Thereafter — Future minimum lease payments 71,197 Less: Amount representing interest 7,670 Present value of minimum lease payments 63,527 Less: Current portion of capital lease obligations 17,615 Capital lease obligations, less current portion $ 45,912 |
Future minimum payments for operating leases | The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Operating Leases 2019 $ 6,674 2020 5,153 2021 3,308 2022 2,390 2023 1,939 Thereafter 14,703 Future minimum lease payments $ 34,167 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted EPS | The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net income (loss) 12,609 5,736 (4,072 ) (6,741 ) Less: Convertible Preferred Stock dividends (759 ) (524 ) (2,202 ) (1,072 ) Less: Contingent consideration fair value adjustment (see Note 8) (4,247 ) — (23,082 ) — Net income (loss) available to common stockholders 7,603 5,212 (29,356 ) (7,813 ) Denominator: Weighted average common shares outstanding - basic (1) 20,446,811 21,577,650 20,425,801 21,577,650 Series B Preferred - Warrants 2,845,840 — — — Convertible Series A Preferred Stock 11,486,534 3,522,438 — — Restricted stock units 640,247 — — — Weighted average shares for diluted computation 35,419,432 25,100,088 20,425,801 21,577,650 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 8,968,856 2,832,765 Series B Preferred - Warrants at closing — — 1,325,779 — RSUs — — 542,421 — Basic EPS 0.37 0.24 (1.44 ) (0.36 ) Diluted EPS 0.24 0.23 (1.44 ) (0.36 ) (1) The contingent earn-out shares were not included at September 30, 2019 and were removed from September 30, 2018, respectively. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at September 30, 2019 and 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 646,405 of vested and unvested Options and 817,817 of unvested RSUs were also not potentially dilutive as of September 30, 2019 as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period. (3) The 1.8 million unvested earnout shares were not included at September 30, 2019 due to the exercise price being greater than the average market price of the common stock during the period. | The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2018 2017 2016 Numerator: Net income from continuing operations $ 4,244 $ 16,525 $ 64,451 Less: Convertible preferred share dividends (1,597 ) — — Less: Contingent consideration fair value adjustment (46,291 ) — — Net (loss) income from continuing operations available to common stockholders (43,644 ) 16,525 64,451 Net income from discontinued operations available to common stockholders — — 1,087 Net (loss) income available to common stockholders $ (43,644 ) $ 16,525 $ 65,538 Denominator: Weighted average common shares outstanding - basic and diluted (1) 21,665,965 21,577,650 21,577,650 Anti-dilutive: (2) Convertible preferred shares 3,100,085 — — RSUs 59,445 — — Net (loss) income from continuing operations per common share - basic and diluted $ (2.01 ) $ 0.77 $ 2.99 Net income from discontinued operations per common share - basic and diluted — — 0.05 Net (loss) income per common share - basic and diluted $ (2.01 ) $ 0.77 $ 3.04 ——— (1) The contingent earn-out shares were not included at December 31, 2018. See Note 8 . Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive as of December 31, 2018. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at December 31, 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 713,260 of unvested Options and 187,026 of unvested RSUs were also not potentially dilutive as of December 31, 2018 as the respective exercise price or average stock price required for vesting of such award was greater than the average market price of the common stock during the period. |
Schedule of shares outstanding | Shares Outstanding Company (f/k/a M III Acquisition Corp.) shares outstanding as of December 31, 2017 19,210,000 Redemption of shares by M III stockholders prior to the Merger (7,967,165 ) Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (93,685 ) Shares issued to Infrastructure and Energy Alternatives, LLC/Seller 10,428,500 IEA shares outstanding as of March 26, 2018 21,577,650 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Components of Stock-Based Compensation Expense | The following table provides the components of stock-based compensation expense and the associated tax benefit recognized for the year ended December 31, 2018. For the years ended December 31, 2017 and 2016, the Company recognized $0.1 million and $0.2 million , respectively, of expense under the 2011 Equity Plan. (in thousands) 2018 Options $ 487 RSUs 585 Stock-based compensation expense 1,072 Tax benefit for stock-based compensation expense — Stock-based compensation expense, net of tax $ 1,072 |
Schedule of Employee Stock Options | The following table summarizes all Option activity during 2018 : Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2018 — $ — Granted 713,260 10.37 Exercised — — Forfeited — — Outstanding at December 31, 2018 713,260 $ 10.37 Vested or expected to vest at December 31, 2018 713,260 10.37 Exercisable at December 31, 2018 — — — 0 |
Schedule of Stock Option Valuation Assumptions | The following assumptions were used to value Option grants during 2018: 2018 Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 2.63 % Expected life (in years) 4.0 |
Schedule of Restricted Stock Units | The following table summarizes all activity for RSUs awarded to employees during 2018 : Number of RSUs Weighted Average Grant-Date Fair Value Per Share Unvested at January 1, 2018 — $ — Granted 449,050 10.37 Vested — — Forfeited — — Unvested at December 31, 2018 449,050 $ 10.37 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes and Related Tax Provision/Benefit | (Loss) income before income taxes and the related tax (benefit) provision are as follows: Year ended December 31, (in thousands) 2018 2017 2016 (Loss) income before income taxes: U.S operations $ (7,955 ) $ 29,313 $ 54,238 Non-U.S. operations (743 ) 1,075 — Total (loss) income before taxes $ (8,698 ) $ 30,388 $ 54,238 Current (benefit) provision: Federal $ (23 ) $ 313 $ 1,168 State (902 ) 2,099 3,306 Total current (benefit) provision (925 ) 2,412 4,474 Deferred (benefit) provision: Federal (10,399 ) 11,637 (12,775 ) State (1,618 ) (186 ) (1,912 ) Total deferred (benefit) provision (12,017 ) 11,451 (14,687 ) Total (benefit) provision for income taxes $ (12,942 ) $ 13,863 $ (10,213 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate from continuing operations is as follows: Year ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 34.0 % 34.0 % State and local income taxes, net of federal benefits 26.5 3.9 3.4 Permanent items 101.1 3.8 (0.1 ) Change in valuation allowance — (0.1 ) (57.5 ) Rate change (1.0 ) 1.0 — Other 1.2 3.0 1.4 Effective tax rate 148.8 % 45.6 % (18.8 )% |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets (liabilities) as of December 31, 2018 and 2017, respectively, are as follows: December 31, (in thousands) 2018 2017 Deferred tax assets: Allowance for doubtful accounts $ 15 $ 31 Accrued liabilities and deferred compensation 1,999 1,600 Alternative minimum tax credit carryforwards 1,069 1,043 Net operating loss carryforwards 10,701 2,532 Transaction costs 1,695 — Goodwill — 1,239 Section 163(j) interest limitation 2,810 — Other reserves and accruals 436 — Less: valuation allowance — (4 ) Total deferred tax assets 18,725 6,441 Deferred tax liabilities: Property, plant and equipment (5,795 ) (2,977 ) Equipment under capital lease (426 ) (346 ) Intangibles (949 ) (17 ) Goodwill (340 ) — Other — (21 ) Total deferred tax liabilities (7,510 ) (3,361 ) Net deferred tax asset $ 11,215 $ 3,080 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
Schedule of Plan Contributions | For the year ended December 31, 2018 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2018 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 2,906 No January 2018 April 2019, March 2023, March 2020, May 2020 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 1,100 No March 2017 June 2019 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 1,330 No January 2018 April 2021 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 998 No April 2018 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Red Implemented 840 No April 2018 April 2018 Laborers National Pension Fund 75-1280827 Red Implemented 744 No 2018 March 2019 Other funds 4,748 Total MEPP contributions $ 12,666 For the year ended December 31, 2017 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2017 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 1,646 No January 2017 April 2019, March 2018, May 2018 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 839 No December 2016 April 2018 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 597 No March 2017 June 2018 Iron Workers St. Louis District Council Pension Trust 43-6052659 Green No 384 No October 2016 April 2017 Other funds 2,946 Total MEPP contributions $ 6,412 For the year ended December 31, 2016 : MEPP Federal ID# PPA Zone Status FIP/RP Status 2016 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 1,268 No January 2016 March 2018 Central Laborers' Pension Fund 37-6052379 Red Implemented 408 No December 2015 April 2017, April 2018 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 989 No April 2016 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Yellow Implemented 675 No April 2016 May 2018 Mo-Kan Iron Workers Pension Fund 43-6130595 Green No 619 No January 2016 March 2017 Iron Workers Mid-America Pension Plan 36-6488227 Green No 560 No December 2015 May 2018 Midwest Operating Engineers Pension Trust Fund 36-6140097 Yellow Implemented 482 No March 2016 May 2018 Other funds 2,427 Total MEPP contributions $ 7,428 |
Business, Basis of Presentati_4
Business, Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Product Information [Line Items] | |||||||
Reportable segments | segment | 1 | ||||||
Per claim deductible for workers' compensation policy | $ 500,000 | $ 500,000 | $ 500,000 | ||||
Accrued medical insurance claims | 600,000 | 400,000 | |||||
Accrued workers' compensation claims | 2,100,000 | 1,700,000 | |||||
Health care expense | 2,400,000 | 1,100,000 | 5,000,000 | ||||
Workers' compensation expense | 5,800,000 | 3,400,000 | 3,200,000 | ||||
Company-owned life insurance | 3,854,000 | 4,250,000 | |||||
Increase (decrease) company-owned life insurance | (396,000) | 2,036,000 | 514,000 | ||||
Impairment of property, plant and equipment or intangible assets | 0 | 0 | 0 | ||||
Impairment of goodwill | $ 0 | 0 | $ 0 | ||||
Effect of changes in tax law | $ 300,000 | ||||||
Buildings and leasehold improvements | Minimum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 2 years | ||||||
Buildings and leasehold improvements | Maximum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 39 years | ||||||
Construction equipment | Minimum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 3 years | ||||||
Construction equipment | Maximum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 15 years | ||||||
Office equipment, furniture and fixtures | Minimum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 3 years | ||||||
Office equipment, furniture and fixtures | Maximum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 7 years | ||||||
Vehicles | Minimum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 3 years | ||||||
Vehicles | Maximum | |||||||
Product Information [Line Items] | |||||||
Useful life (in years) | 5 years | ||||||
Revenue % | Product Concentration Risk | Fixed-price Contract | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 98.50% | 99.80% | 94.10% | 97.40% | 96.20% | 97.80% | 90.40% |
Revenue % | Product Concentration Risk | Time-and-materials Contract | |||||||
Product Information [Line Items] | |||||||
Concentration Risk, Percentage | 1.50% | 0.20% | 5.90% | 2.60% | 3.80% | 2.20% | 9.60% |
Merger, Acquisitions and Disc_3
Merger, Acquisitions and Discontinued Operations - Narrative (Details) - USD ($) | Nov. 02, 2018 | Sep. 25, 2018 | Mar. 26, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||||
Merger consideration paid | $ 166,690,000 | $ 0 | $ 0 | |||||
Percentage of voting interests owned by other stockholders immediately following the closing | 51.70% | |||||||
Period after the closing date for determination to be finalized | 45 days | |||||||
Contingently issuable shares (in shares) | 9,000,000 | |||||||
Total consideration | $ 0 | $ 106,579,000 | ||||||
Acquisition related costs | $ 0 | 0 | ||||||
H.B. White | Discontinued Operations, Disposed of by Means Other than Sale, Abandonment | ||||||||
Business Acquisition [Line Items] | ||||||||
Carrying amounts of major classes of assets and liabilities | $ 0 | |||||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Percentage of voting interest acquired | 48.30% | |||||||
Percentage of voting interests held by individual M III Shareholders | 20.00% | |||||||
Merger consideration paid | $ 81,400,000 | |||||||
Value of shares issued as consideration | $ 126,300,000 | |||||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | Common Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued as consideration (in shares) | 10,428,500 | |||||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | Series A Preferred Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued as consideration (in shares) | 34,965 | |||||||
CCS | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration paid | $ 106,600,000 | |||||||
Portion of goodwill nondeductible | 4,500,000 | |||||||
Acquisition related costs | 6,600,000 | |||||||
William Charles | ||||||||
Business Acquisition [Line Items] | ||||||||
Merger consideration paid | $ 73,200,000 | |||||||
Number of shares issued as consideration (in shares) | 477,621 | |||||||
Value of shares issued as consideration | $ 4,500,000 | |||||||
Total consideration | $ 77,700,000 | |||||||
Share price (usd per share) | $ 9.45 | |||||||
Acquisition related costs | $ 7,600,000 |
Merger, Acquisitions and Disc_4
Merger, Acquisitions and Discontinued Operations - Preliminary identifiable assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Dec. 31, 2018 | Sep. 30, 2019 | Nov. 02, 2018 | Sep. 25, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 40,257 | $ 37,373 | $ 3,020 | $ 3,020 | ||
CCS | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 6,413 | |||||
Accounts receivable | 58,041 | |||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 9,512 | |||||
Other current assets | 1,813 | |||||
Property, plant and equipment | 57,449 | |||||
Deferred income taxes | (3,920) | |||||
Other non-current assets | 134 | |||||
Accounts payable and accrued liabilities | (25,219) | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (14,194) | |||||
Debt, including current portion | (52,257) | |||||
Capital lease obligations, including current portion | (1,124) | |||||
Other non-current liabilities | (704) | |||||
Total identifiable net assets | 72,744 | |||||
Goodwill | 33,835 | |||||
Total purchase consideration | 106,579 | |||||
Estimated acquisition-date fair value adjustment, property plant and equipment | (7,600) | |||||
Estimated acquisition-date fair value adjustment, debt | 6,400 | |||||
Estimated acquisition-date fair value adjustment, other non-current liabilities | (6,200) | |||||
Estimated acquisition-date fair value adjustment, goodwill | 10,200 | |||||
Estimated acquisition-date fair value adjustment, cash and cash equivalents | 6,400 | |||||
CCS | Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, indefinite lived | 8,900 | |||||
CCS | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, finite-lived | 19,500 | |||||
CCS | Backlog | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, finite-lived | $ 8,400 | |||||
Estimated acquisition-date fair value adjustment, backlog intangibles | $ 3,200 | |||||
William Charles | ||||||
Business Acquisition [Line Items] | ||||||
Cash and cash equivalents | $ 6,641 | |||||
Accounts receivable | 69,740 | |||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 16,095 | |||||
Other current assets | 7,999 | |||||
Property, plant and equipment | 47,899 | |||||
Deferred income taxes | 0 | |||||
Other non-current assets | 75 | |||||
Accounts payable and accrued liabilities | (60,962) | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (14,810) | |||||
Debt, including current portion | (15,672) | |||||
Capital lease obligations, including current portion | 0 | |||||
Other non-current liabilities | (907) | |||||
Total identifiable net assets | 73,098 | |||||
Goodwill | 4,581 | |||||
Total purchase consideration | 77,679 | |||||
William Charles | Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, indefinite lived | 4,500 | |||||
William Charles | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, finite-lived | 7,500 | |||||
William Charles | Backlog | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets, finite-lived | $ 5,000 |
Merger, Acquisitions and Disc_5
Merger, Acquisitions and Discontinued Operations - Impact of acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Revenue | $ 422,022 | $ 446,557 | $ 940,793 | $ 948,543 | $ 1,257,616 | $ 997,018 |
Net (loss) income | $ 12,609 | $ 6,016 | $ (4,072) | $ (15,448) | $ (840) | $ 5,792 |
Net (loss) income per common share - basic and diluted (usd per share) | $ (2.25) | $ 0.27 | ||||
CCS | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Revenue | $ 76,029 | |||||
Net (loss) income | (613) | |||||
William Charles | ||||||
Business Combination, Separately Recognized Transactions [Line Items] | ||||||
Revenue | 49,607 | |||||
Net (loss) income | $ 2,256 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts receivable, net of allowance (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | $ 244,516 | $ 225,408 | $ 61,197 | |||||
Less: allowance for doubtful accounts | (51) | $ (102) | (42) | $ (216) | $ (216) | (216) | $ (135) | $ (12,077) |
Accounts receivable, net | 244,465 | 225,366 | 60,981 | |||||
Contract receivables | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | 168,413 | 161,408 | 44,696 | |||||
Contract retainage | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | $ 76,103 | $ 64,000 | $ 16,501 |
Accounts Receivable, Net - Acti
Accounts Receivable, Net - Activity in the allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||
Allowance for doubtful accounts at beginning of period | $ 102 | $ 216 | $ 42 | $ 216 | $ 216 | $ 135 | $ 12,077 |
Plus: provision for (reduction in) allowance | (81) | 0 | (81) | 0 | (174) | 81 | (10,534) |
Less: write-offs, net of recoveries | (30) | 0 | (90) | 0 | 0 | 0 | (1,408) |
Allowance for doubtful accounts at period end | 51 | 216 | 51 | 216 | 42 | 216 | 135 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Dispute included in gross profit | 52,870 | $ 27,008 | 91,065 | $ 40,722 | 31,526 | $ 66,021 | $ 85,246 |
One Customer | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Unapproved change order, amount | $ 21,000 | $ 21,000 | 9,200 | ||||
Dispute included in gross profit | $ 5,600 |
Contracts in Progress - Costs i
Contracts in Progress - Costs in excess of billings and billings in excess of costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2019 | |
Contractors [Abstract] | ||||
Costs on contracts in progress | $ 935,820 | $ 861,050 | $ 1,189,496 | |
Estimated earnings on contracts in progress | 76,883 | 131,997 | 111,451 | |
Revenue on contracts in progress | 1,012,703 | 993,047 | 1,300,947 | |
Less: billings on contracts in progress | (1,027,816) | (981,832) | (1,263,221) | |
Costs and estimated earnings in excess of billings on uncompleted contracts | 47,121 | 18,613 | 109,540 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | (62,234) | (7,398) | (71,814) | |
Net underbillings (overbillings) | (15,113) | 11,215 | 37,726 | |
Provision for loss on contracts | 1,400 | 0 | $ 100 | |
Revenue recognized related to unapproved change orders | $ 45,000 | $ 33,500 | $ 17,800 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | $ 208,085 | $ 208,085 | $ 207,291 | $ 48,675 | ||||
Accumulated depreciation | (56,301) | (56,301) | (31,113) | (17,770) | ||||
Property, plant and equipment, net | 151,784 | 151,784 | 176,178 | 30,905 | ||||
Depreciation expense | 9,219 | $ 2,471 | 26,125 | $ 6,388 | 13,700 | 5,000 | $ 3,300 | |
Equity distribution to owners in the form of land and a building | $ 4,700 | 0 | 4,734 | $ 0 | ||||
Buildings and leasehold improvements | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | 2,812 | 2,812 | 4,614 | 416 | ||||
Land | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | 17,600 | 17,600 | 19,394 | 0 | ||||
Construction equipment | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | 175,298 | 46,404 | ||||||
Office equipment, furniture and fixtures | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | 3,449 | 3,449 | 2,994 | 1,451 | ||||
Vehicles | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property, plant and equipment, gross | $ 5,985 | $ 5,985 | $ 4,991 | $ 404 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Components of and changes in carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill, Beginning Balance | $ 3,020 | $ 3,020 |
Other adjustments | 37,237 | 0 |
Goodwill, Ending Balance | $ 40,257 | $ 3,020 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued project costs | $ 61,689 | $ 27,097 |
Accrued compensation and related expenses | 15,939 | 8,855 |
Other accrued expenses | 16,431 | 10,198 |
Accounts payable and accrued liabilities | $ 94,059 | $ 46,150 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair value measurements, recurring basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 23,082 | |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 23,082 | $ 0 |
Contingent consideration | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Contingent consideration | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ 23,082 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of level 3 inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value adjustment - (gain) recognized in other income | $ (46,300) |
Contingent consideration | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance, December 31, 2018 | 0 |
Contingent consideration issued during Merger | 69,373 |
Fair value adjustment - (gain) recognized in other income | (46,291) |
Ending Balance, September 30, 2019 | $ 23,082 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Mar. 26, 2018 | |
Fair Value Disclosures [Abstract] | ||
Contingently issuable shares (in shares) | 9,000,000 | |
Contingent consideration fair value adjustment | $ 46.3 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Significant unobservable inputs (Details) | Dec. 31, 2018 | Mar. 26, 2018 |
Risk premium adjustment | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant unobservable measurement input | 0.080 | 0.050 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant unobservable measurement input | 0.026 | 0.020 |
EBITDA volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant unobservable measurement input | 0.140 | 0.245 |
Stock price volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant unobservable measurement input | 0.371 | 0.279 |
Correlation of EBITDA and stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Significant unobservable measurement input | 0.750 | 0.750 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 25, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 16, 2018 | Nov. 02, 2018 |
Debt Instrument [Line Items] | |||||||||||
Repayment of credit facility | $ 0 | $ 38,447,000 | $ 38,447,000 | $ 0 | $ 27,946,000 | ||||||
Outstanding amount on facility | $ 351,841,000 | 281,508,000 | 351,841,000 | 0 | |||||||
Long-term debt | 295,727,000 | 226,606,000 | 295,727,000 | ||||||||
Debt issuance costs | 23,534,000 | 23,783,000 | 23,534,000 | 0 | |||||||
Letters of credit outstanding | 3,006,000 | 20,981,000 | 3,006,000 | 5,900,000 | |||||||
Outstanding surety bond | $ 1,681,983,000 | 2,017,584,000 | $ 1,681,983,000 | 535,500,000 | |||||||
LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (percent) | 6.25% | ||||||||||
A&R Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Percentage of draw amortization | 2.50% | 2.50% | |||||||||
A&R Credit Agreement | Period One | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment percentage (maturing September 25, 2023) | 75.00% | ||||||||||
Excess cash flow (greater than, Maturing September 25, 2023)) | $ 2,500,000 | $ 2,500,000 | |||||||||
First lien net leverage ratio, percentage | 3.50 | ||||||||||
A&R Credit Agreement | Period Two | |||||||||||
Debt Instrument [Line Items] | |||||||||||
First lien net leverage ratio, percentage | 2.25 | ||||||||||
A&R Credit Agreement | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (percent) | 5.25% | ||||||||||
A&R Credit Agreement | William Charles | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Credit facility | $ 100,000,000 | ||||||||||
Proceeds from line of credit | $ 26,000,000 | ||||||||||
Commercial Equipment Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average interest rate on debt (percent) | 4.95% | 4.95% | |||||||||
Long-term debt | $ 5,300,000 | $ 5,300,000 | |||||||||
Line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding amount on facility | $ 46,500,000 | $ 0 | $ 46,500,000 | ||||||||
Weighted average interest rate on debt (percent) | 8.82% | 10.42% | 8.82% | ||||||||
Line of credit | Line of credit - short-term | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of credit facility | $ 38,400,000 | ||||||||||
Outstanding amount on facility | $ 0 | $ 0 | $ 33,674,000 | ||||||||
Weighted average interest rate on debt (percent) | 4.50% | ||||||||||
Line of credit | Line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding amount on facility | $ 46,500,000 | $ 46,500,000 | $ 0 | ||||||||
Credit facility | 50,000,000 | ||||||||||
Line of credit | Line of credit | CCS | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of credit facility | $ 53,500,000 | ||||||||||
Line of credit | A&R Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Weighted average interest rate on debt (percent) | 8.82% | 8.82% | |||||||||
Debt issuance costs | $ 24,500,000 | $ 24,500,000 | |||||||||
Commercial equipment notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding amount on facility | 300,000,000 | 300,000,000 | $ 0 | ||||||||
Commercial equipment notes | Line of credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 50,000,000 | ||||||||||
Loss on extinguishment | 1,800,000 | ||||||||||
Commercial equipment notes | A&R Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Face amount of debt instrument | $ 300,000,000 | ||||||||||
Long-term debt | $ 200,000,000 | ||||||||||
Subordinated debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding principal and accrued interest | $ 23,300,000 | ||||||||||
Subordinated debt | Preferred Stock | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Subordinated debt, conversion (shares) | 23,268,846.43 | ||||||||||
Revolving Line of Credit | A&R Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Outstanding amount on facility | $ 46,500,000 | $ 46,500,000 | |||||||||
Face amount of debt instrument | $ 50,000,000 | ||||||||||
Revolving Line of Credit | A&R Credit Agreement | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (percent) | 4.25% | ||||||||||
Revolving Line of Credit | A&R Credit Agreement | Base rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate (percent) | 3.25% | ||||||||||
Revolving Line of Credit | A&R Credit Agreement | CCS | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Proceeds from line of credit | $ 20,500,000 |
Debt - Contractual maturities o
Debt - Contractual maturities of debt obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | |||
2019 | $ 32,580 | ||
2020 | 31,518 | ||
2021 | 30,761 | ||
2022 | 30,369 | ||
2023 | 76,575 | ||
Thereafter | 150,038 | ||
Total | $ 281,508 | $ 351,841 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, $ in Millions | Mar. 26, 2018CAD ($) | Oct. 23, 2017USD ($) | Nov. 22, 2016CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)individualemployeeplan | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Loss Contingencies [Line Items] | |||||||||||
Capital lease obligations | $ 73,900 | $ 73,900 | $ 63,500 | $ 20,600 | |||||||
Capital leased assets, gross | 119,600 | 119,600 | 76,900 | 27,000 | |||||||
Capital leased assets, accumulated depreciation | 29,300 | 29,300 | 10,100 | 2,800 | |||||||
Capital leased assets, net | 90,300 | 90,300 | 66,800 | 24,200 | |||||||
Rent and related expense for operating leases | $ 4,278 | $ 496 | $ 9,519 | $ 1,500 | $ 6,100 | 1,600 | $ 1,200 | ||||
Deferred compensation, number of plans | plan | 2 | ||||||||||
Deferred compensation, number of individuals covered under supplemental executive retirement plan | individual | 4 | ||||||||||
Number of former employees receiving benefits | employee | 2 | ||||||||||
Number of current employees receiving benefits | employee | 2 | ||||||||||
Sterret Crane v. White Construction And Zurich Insurance v. White Construction | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Attorney fees, interest and costs | $ 700 | ||||||||||
Settlement payment | $ 600 | ||||||||||
Monetary damages sought | $ 600 | ||||||||||
NPI Litigation/CCAA Resolution | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Direct damages, amount | $ 1 | ||||||||||
Settlement payment | $ 1 | ||||||||||
Executive Officer | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Deferred compensation, maximum contractual term | 20 years | ||||||||||
Deferred compensation, expected payments for next fiscal year | $ 100 | ||||||||||
Deferred compensation, maximum aggregate payments per year if all participants were retired | 300 | ||||||||||
Deferred compensation, recorded liability | 3,200 | 3,300 | |||||||||
Management | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Deferred compensation, recorded liability | 3,000 | 1,700 | |||||||||
Deferred compensation, compensation expense | $ 2,200 | $ 1,300 | $ 200 | ||||||||
Zurich Insurance | Sterret Crane v. White Construction And Zurich Insurance v. White Construction | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Settlement payment | $ 300 |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum payments of capital lease obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies Disclosure [Abstract] | |||
2019 | $ 21,240 | ||
2020 | 21,367 | ||
2021 | 15,887 | ||
2022 | 10,920 | ||
2023 | 1,783 | ||
Thereafter | 0 | ||
Future minimum lease payments | 71,197 | ||
Less: Amount representing interest | 7,670 | ||
Present value of minimum lease payments | 63,527 | ||
Less: Current portion of capital lease obligations | $ 24,640 | 17,615 | $ 4,691 |
Capital lease obligations, less current portion | $ 49,268 | $ 45,912 | $ 15,899 |
Commitments and Contingencies_3
Commitments and Contingencies - Future minimum payments for operating leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 6,674 |
2020 | 5,153 |
2021 | 3,308 |
2022 | 2,390 |
2023 | 1,939 |
Thereafter | 14,703 |
Future minimum lease payments | $ 34,167 |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||
Net income from continuing operations | $ 4,244 | $ 16,525 | $ 64,451 | ||||
Less: Convertible preferred share dividends | $ (759) | $ (524) | $ (2,202) | $ (1,072) | (1,597) | 0 | 0 |
Less: Contingent consideration fair value adjustment | (4,247) | 0 | (23,082) | 0 | (46,291) | 0 | 0 |
Net (loss) income from continuing operations available to common stockholders | (43,644) | 16,525 | 64,451 | ||||
Net income from discontinued operations available to common stockholders | 0 | 0 | 1,087 | ||||
Net income (loss) available to common stockholders | $ 7,603 | $ 5,212 | $ (29,356) | $ (7,813) | $ (43,644) | $ 16,525 | $ 65,538 |
Denominator: | |||||||
Weighted average common shares outstanding - basic and diluted (in shares) | 21,665,965 | 21,577,650 | 21,577,650 | ||||
Convertible preferred shares (in shares) | 11,486,534 | 3,522,438 | 8,968,856 | 2,832,765 | 3,100,085 | 0 | 0 |
Stock compensation (in shares) | 640,247 | 542,421 | 0 | 59,445 | 0 | 0 | |
Net (loss) income from continuing operations per common share - basic and diluted (usd per share) | $ (2.01) | $ 0.77 | $ 2.99 | ||||
Net income from discontinued operations per common share - basic and diluted (usd per share) | 0 | 0 | 0.05 | ||||
Net (loss) Income per common share - basic and diluted (usd per share) | $ (2.01) | $ 0.77 | $ 3.04 | ||||
Warrants | |||||||
Denominator: | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,480,000 | 8,480,000 | |||||
Exercise price of warrants (usd per share) | $ 11.50 | $ 11.50 | $ 11.50 | ||||
Options | |||||||
Denominator: | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 646,000 | 713,260 | |||||
RSUs | |||||||
Denominator: | |||||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 818,000 | 187,026 |
Earnings (Loss) Per Share - Sha
Earnings (Loss) Per Share - Shares outstanding (Details) - shares | Mar. 26, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 26, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Earnings Per Share [Abstract] | |||||||
Weighted Average Number of Shares Outstanding, Basic | 21,577,650 | 19,210,000 | 20,446,811 | 21,577,650 | 20,425,801 | 21,577,650 | |
Redemption of shares by M III stockholders prior to the merger transaction (in shares) | (7,967,165) | ||||||
Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (in shares) | (93,685) | ||||||
Shares issued to Infrastructure and Energy Alternatives, LLC/Seller (in shares) | 10,428,500 | ||||||
Company (f/k/a M III Acquisition Corp.) shares outstanding, beginning (in shares) | 21,577,650 | 19,210,000 | 20,446,811 | 21,577,650 | 20,425,801 | 21,577,650 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 34,965 | 34,965 | 0 | |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 34,965 shares and 34,965 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | $ 34,965 | $ 34,965 | $ 0 | |
Series A Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares issued (in shares) | 34,965 | |||
Preferred stock, par value (usd per share) | $ 1,000 | |||
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 34,965 shares and 34,965 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | $ 35,000 | $ 37,700 | ||
Preferred stock, dividend rate until the 18-month anniversary of the closing date | 6.00% | |||
Preferred stock, dividend payment term | 18 months | |||
Preferred stock, dividend rate thereafter | 10.00% | |||
Preferred dividends declared | $ 1,600 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 713,260 | 713,260 | |||||||
Share-based compensation expense | $ 1,100 | $ 500 | $ 2,812 | $ 500 | $ 1,072 | $ 53 | $ 161 | ||
Unrecognized stock-based employee compensation expense for unvested stock options | $ 3,100 | ||||||||
Granted (usd per share) | $ 10.37 | ||||||||
Vesting, Period One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Vesting, Period Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Closing date, period | 1 year | ||||||||
Average price, period | 20 days | ||||||||
Consecutive trading days | 30 days | ||||||||
Average price (usd per share) | $ 12 | ||||||||
Vesting, Period Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Closing date, period | 1 year | ||||||||
Average price, period | 20 days | ||||||||
Consecutive trading days | 30 days | ||||||||
Average price (usd per share) | $ 14 | ||||||||
Vesting, Period Four | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 374,052 | 449,050 | |||||||
Expected remaining expense period | 3 years | ||||||||
Unrecognized stock-based employee compensation expense for unvested restricted stock units | $ 3,700 | ||||||||
RSUs | Vesting, Period One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vesting percentage | 50.00% | ||||||||
Service period | 4 years | ||||||||
RSUs | Non-employee Director | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 68,562 | ||||||||
Expected remaining expense period | 3 months | ||||||||
Value of restricted stock units | $ 600 | ||||||||
Unrecognized stock-based employee compensation expense for unvested restricted stock units | $ 600 | ||||||||
Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock option expiration period | 10 years | ||||||||
Expected remaining expense period | 3 years 3 months | ||||||||
2011 Equity Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant under plan (in shares) | 0 | ||||||||
Share-based compensation expense | $ 100 | $ 200 | |||||||
2018 Equity Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of shares available for grant under plan (in shares) | 2,157,765 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 1,072 |
Tax benefit for stock-based compensation expense | 0 |
Stock-based compensation expense, net of tax | 1,072 |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | 487 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-based compensation expense | $ 585 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Options Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Number of Options | |
Outstanding, beginning (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Outstanding, ending (in shares) | shares | 713,260 |
Vested or expected to vest, ending (in shares) | shares | 713,260 |
Exercisable (in shares) | shares | 0 |
Weighted Average Exercise Price | |
Outstanding, beginning (usd per share) | $ 0 |
Granted (usd per share) | 10.37 |
Exercised (usd per share) | 0 |
Forfeited (usd per share) | 0 |
Outstanding, ending (usd per share) | 10.37 |
Vested or expected to vest, ending (usd per share) | 10.37 |
Exercisable (usd per share) | $ 0 |
Additional Disclosures | |
Aggregate Intrinsic Value, Exerciseable | $ | $ 0 |
Weighted Average Contractual Term (in years), Exerciseable | 0 years |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected dividend yield | 0.00% |
Expected volatility | 35.00% |
Risk-free interest rate | 2.63% |
Expected life (in years) | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - RSUs - $ / shares | Sep. 14, 2018 | Dec. 31, 2018 |
Number of RSUs | ||
Unvested, beginning (in shares) | 0 | |
Granted (in shares) | 374,052 | 449,050 |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Unvested, ending (in shares) | 449,050 | |
Weighted Average Grant-Date Fair Value Per Share | ||
Unvested, beginning (usd per share) | $ 0 | |
Granted (usd per share) | 10.37 | |
Vested (usd per share) | 0 | |
Forfeited (usd per share) | 0 | |
Unvested, ending (usd per share) | $ 10.37 |
Income Taxes - Components of Do
Income Taxes - Components of Domestic and Foreign Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
(Loss) income before income taxes: | |||||||
U.S operations | $ (7,955) | $ 29,313 | $ 54,238 | ||||
Non-U.S. operations | (743) | 1,075 | 0 | ||||
Income (loss) before benefit for income taxes | $ 12,053 | $ 6,606 | $ (7,145) | $ (8,208) | (8,698) | 30,388 | 54,238 |
Current (benefit) provision: | |||||||
Federal | (23) | 313 | 1,168 | ||||
State | (902) | 2,099 | 3,306 | ||||
Total current (benefit) provision | (925) | 2,412 | 4,474 | ||||
Deferred (benefit) provision: | |||||||
Federal | (10,399) | 11,637 | (12,775) | ||||
State | (1,618) | (186) | (1,912) | ||||
Total deferred (benefit) provision | (3,073) | (577) | (12,017) | 11,451 | (14,687) | ||
Total (benefit) provision for income taxes | $ (556) | $ 870 | $ (3,073) | $ (1,467) | $ (12,942) | $ 13,863 | $ (10,213) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||||||
Federal statutory rate | 21.00% | 21.00% | 34.00% | 34.00% | |||
State and local income taxes, net of federal benefits | 26.50% | 3.90% | 3.40% | ||||
Permanent items | 101.10% | 3.80% | (0.10%) | ||||
Change in valuation allowance | 0.00% | (0.10%) | (57.50%) | ||||
Rate change | (1.00%) | 1.00% | 0.00% | ||||
Other | 1.20% | 3.00% | 1.40% | ||||
Effective tax rate | (4.60%) | 13.20% | 43.00% | 15.80% | 148.80% | 45.60% | (18.80%) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 15 | $ 31 |
Accrued liabilities and deferred compensation | 1,999 | 1,600 |
Alternative minimum tax credit carryforwards | 1,069 | 1,043 |
Net operating loss carryforwards | 10,701 | 2,532 |
Transaction costs | 1,695 | 0 |
Goodwill | 0 | 1,239 |
Section 163(j) interest limitation | 2,810 | 0 |
Other reserves and accruals | 436 | 0 |
Less: valuation allowance | 0 | (4) |
Total deferred tax assets | 18,725 | 6,441 |
Deferred tax liabilities: | ||
Property, plant and equipment | (5,795) | (2,977) |
Equipment under capital lease | (426) | (346) |
Intangibles | (949) | (17) |
Goodwill | (340) | 0 |
Other | 0 | (21) |
Total deferred tax liabilities | (7,510) | (3,361) |
Net deferred tax asset | $ 11,215 | $ 3,080 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance [Line Items] | |||
Alternative minimum tax credit carryover | $ 1,069,000 | $ 1,043,000 | |
Interest and penalties recognized | 0 | 0 | $ 0 |
Accrued interest and penalties recorded | 0 | $ 0 | |
Federal | |||
Valuation Allowance [Line Items] | |||
Operating loss carryover | 40,100,000 | ||
Federal net operating loss carryover | 10,500,000 | ||
State | |||
Valuation Allowance [Line Items] | |||
Operating loss carryover | $ 45,600,000 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - Multiemployer Plans, Pension - plan | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
Percentage of employees who were members of collective bargaining units | 26.00% | 25.00% | 25.00% |
Individually significant plan percentage | 5.00% | ||
Percentage of total dollars contributed by company | 63.00% | 54.00% | 65.00% |
Number of individually significant plans | 6 | 4 | 7 |
Number of plans | 55 | 52 | 22 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Subsidiary of Common Parent | Credit Support Fees | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related parties | $ 200 | $ 1,500 | $ 3,000 | ||||
Subsidiary of Common Parent | Credit Support Fees | Discontinued Operations | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related parties | $ 600 | ||||||
Principal Owner | Clinton Lease Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related parties | $ 178 | $ 153 | $ 534 | $ 459 | $ 700 | $ 100 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Millions | Mar. 13, 2019 | Sep. 30, 2019 |
Subsequent Event [Line Items] | ||
Sale-leaseback transaction | $ 25 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Sale-leaseback transaction | $ 25 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 43,174 | $ 71,311 |
Accounts receivable, net | 244,465 | 225,366 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 109,540 | 47,121 |
Prepaid expenses and other current assets | 18,533 | 12,864 |
Total current assets | 415,712 | 356,662 |
Property, plant and equipment, net | 151,784 | 176,178 |
Goodwill | 37,373 | 40,257 |
Intangible Assets, Net (Excluding Goodwill) | 40,626 | 50,874 |
Company-owned life insurance | 3,935 | 3,854 |
Other assets | 550 | 188 |
Deferred income taxes | 15,847 | 11,215 |
Total assets | 665,827 | 639,228 |
Current liabilities: | ||
Accounts payable | 126,484 | 158,075 |
Accrued Liabilities, Current | 131,170 | 94,059 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 71,814 | 62,234 |
Current portion of capital lease obligations | 24,640 | 17,615 |
Current portion of long-term debt | 31,119 | 32,580 |
Total current liabilities | 385,227 | 364,563 |
Capital lease obligations, net of current maturities | 49,268 | 45,912 |
Long-term Debt | 226,606 | 295,727 |
Debt - Series B Preferred Stock | 76,766 | 0 |
Series B Preferred Stock - warrant obligations | 4,223 | 0 |
Deferred compensation | 8,077 | 6,157 |
Contingent consideration | 0 | 23,082 |
Total liabilities | 750,167 | 735,441 |
Commitments and contingencies: | ||
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 34,965 shares and 34,965 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively | 34,965 | 34,965 |
Stockholders' equity (deficit): | ||
Common stock, par value, $0.0001 per share; 100,000,000 shares authorized; 20,460,533 and 22,155,271 shares issued and 20,446,811 and 22,155,271 outstanding at September 30, 2019 and December 31, 2018, respectively | 2 | 2 |
Treasury Stock, 13,722 shares at cost | (76) | 0 |
Additional paid in capital | 18,018 | 4,751 |
Retained earnings (deficit) | (137,249) | (135,931) |
Total stockholders' equity (deficit) | (119,305) | (131,178) |
Total liabilities and stockholders' equity (deficit) | $ 665,827 | $ 639,228 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2019$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued (in shares) | 34,965 |
Preferred stock, shares outstanding | 34,965 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares, issued | 20,460,533 |
Common stock, shares, outstanding | 20,446,811 |
Treasury Stock, Shares | 13,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | $ 422,022 | $ 279,279 | $ 940,793 | $ 503,487 |
Cost of revenue | 369,152 | 252,271 | 849,728 | 462,765 |
Gross profit | 52,870 | 27,008 | 91,065 | 40,722 |
Selling, general and administrative expenses | 31,313 | 16,964 | 84,945 | 43,122 |
Income (loss) from operations | 21,557 | 10,044 | 6,120 | (2,400) |
Other income (expense), net: | ||||
Interest expense, net | (13,959) | (1,579) | (35,822) | (3,960) |
Other income (expense) | 4,455 | (1,859) | 22,557 | (1,848) |
Income (loss) before benefit for income taxes | 12,053 | 6,606 | (7,145) | (8,208) |
Benefit (provision) for income taxes | 556 | (870) | 3,073 | 1,467 |
Net income (loss) | $ 12,609 | $ 5,736 | $ (4,072) | $ (6,741) |
Earnings Per Share, Basic | $ 0.37 | $ 0.24 | $ (1.44) | $ (0.36) |
Earnings Per Share, Diluted | $ 0.24 | $ 0.23 | $ (1.44) | $ (0.36) |
Weighted Average Number of Shares Outstanding, Basic | 20,446,811 | 21,577,650 | 20,425,801 | 21,577,650 |
Weighted Average Number of Shares Outstanding, Diluted | 35,419,432 | 25,100,088 | 20,425,801 | 21,577,650 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Equity (Deficit) Statement - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member]Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Common Stock [Member] | Treasury Stock [Member] | Treasury Stock [Member]Treasury Stock [Member] | Retained Earnings [Member] | Retained Earnings [Member]Preferred Stock [Member] |
Shares, Issued | 0 | ||||||||||
Stockholders' Equity Attributable to Parent | $ (75,844) | $ 0 | $ 12,563 | $ (88,674) | |||||||
Net loss | 65,538 | 65,538 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 161 | 161 | |||||||||
Shares, Issued | 21,578 | ||||||||||
Stockholders' Equity Attributable to Parent | 12,875 | $ 2 | 36,009 | (23,136) | |||||||
Net loss | 16,525 | 16,525 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 53 | 53 | |||||||||
Shares, Issued | 21,578 | ||||||||||
Stockholders' Equity Attributable to Parent | (10,019) | $ 2 | 0 | $ 0 | (10,021) | ||||||
Net loss | (17,392) | (17,392) | |||||||||
Stock Issued During Period, Value, New Issues | (34,965) | $ (34,965) | |||||||||
Adjustments to Additional Paid in Capital, Contingent Consideration | (69,373) | (69,373) | |||||||||
Adjustments to Additional Paid in Capital, Business Combination | (22,973) | (22,973) | |||||||||
Net loss | (6,741) | ||||||||||
Net loss | 4,244 | 4,244 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 1,072 | 1,072 | |||||||||
Stock Issued During Period, Shares, New Issues | 577 | ||||||||||
Stock Issued During Period, Value, New Issues | $ (34,965) | $ 5,276 | $ 5,276 | $ (34,965) | |||||||
Adjustments to Additional Paid in Capital, Contingent Consideration | (69,373) | (69,373) | |||||||||
Adjustments to Additional Paid in Capital, Business Combination | (25,816) | (25,816) | |||||||||
Dividends, Preferred Stock, Stock | (1,597) | (1,597) | |||||||||
Shares, Issued | 21,578 | ||||||||||
Stockholders' Equity Attributable to Parent | (154,722) | $ 2 | 0 | 0 | (154,724) | ||||||
Net loss | 4,915 | 4,915 | |||||||||
Adjustments to Additional Paid in Capital, Business Combination | (2,843) | (2,843) | |||||||||
Dividends, Preferred Stock, Stock | (548) | (548) | |||||||||
Shares, Issued | 21,578 | ||||||||||
Stockholders' Equity Attributable to Parent | (153,198) | $ 2 | 0 | $ 0 | (153,200) | ||||||
Net loss | 5,736 | 5,736 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 500 | 500 | |||||||||
Dividends, Preferred Stock, Stock | (524) | (524) | |||||||||
Shares, Issued | 21,578 | 0 | |||||||||
Stockholders' Equity Attributable to Parent | (147,486) | $ 2 | 500 | $ 0 | (147,988) | ||||||
Shares, Issued | 22,155 | ||||||||||
Stockholders' Equity Attributable to Parent | (131,178) | $ 2 | 4,751 | $ 0 | (135,931) | ||||||
Net loss | (22,889) | (22,889) | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 1,040 | 1,040 | |||||||||
Stock Issued During Period, Shares, New Issues | 111 | ||||||||||
Stock Issued During Period, Value, New Issues | 159 | $ 0 | $ 235 | ||||||||
Adjustments to Additional Paid in Capital, Business Combination | (2,754) | (2,754) | |||||||||
Treasury Stock, Shares | (14) | ||||||||||
Dividends, Preferred Stock, Stock | (525) | (525) | |||||||||
Net loss | (4,072) | ||||||||||
Shares, Issued | 22,266 | (14) | |||||||||
Stockholders' Equity Attributable to Parent | (150,639) | $ 2 | 5,501 | $ (76) | (156,066) | ||||||
Treasury Stock, Value | $ (76) | ||||||||||
Net loss | 6,208 | 6,208 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 720 | 720 | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 9,422 | 9,422 | |||||||||
Dividends, Preferred Stock, Stock | (918) | (918) | |||||||||
Shares, Issued | 22,266 | (14) | |||||||||
Stockholders' Equity Attributable to Parent | (135,207) | $ 2 | 14,725 | $ (76) | (149,858) | ||||||
Net loss | 12,609 | 12,609 | |||||||||
Earnout Shares removed from outstanding shares | (1,805) | ||||||||||
Earnout shares monetary value removed | 0 | $ 0 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 1,052 | 1,052 | |||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 3,000 | 3,000 | |||||||||
Dividends, Preferred Stock, Stock | (759) | (759) | |||||||||
Shares, Issued | 20,461 | (14) | |||||||||
Stockholders' Equity Attributable to Parent | $ (119,305) | $ 2 | $ 18,018 | $ (76) | $ (137,249) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (4,072) | $ (6,741) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 36,373 | 6,591 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | (23,082) | 0 |
Amortization of Other Deferred Charges | 3,765 | 357 |
Share-based compensation expense | 2,812 | 500 |
(Gain) loss on sale of equipment | 743 | 28 |
Deferred compensation | 1,494 | 313 |
Accrued dividends on Series B Preferred Stock | 4,135 | 0 |
Deferred income taxes | (3,073) | (577) |
Change in operating assets and liabilities: | ||
Accounts receivable | (19,108) | (72,895) |
Costs and estimated earnings in excess of billings on uncompleted contracts | (62,419) | (46,030) |
Prepaid expenses and other assets | (5,938) | (1,489) |
Accounts payable and accrued liabilities | 3,317 | 131,682 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 9,580 | 19,896 |
Net cash provided by (used in) operating activities | (55,473) | 31,635 |
Cash flow from investing activities: | ||
Company-owned life insurance | (81) | (156) |
Purchases of property, plant and equipment | (5,599) | (2,445) |
Proceeds from sale of property, plant and equipment | 7,266 | 40 |
Business Combination, Consideration Transferred | 0 | (106,579) |
Net cash provided by (used in) investing activities | 1,586 | (109,140) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 50,400 | 381,272 |
Repayments of Long-term Lines of Credit | (121,215) | (139,501) |
Repayments of Lines of Credit | 0 | 38,447 |
Early Repayment of Senior Debt | 0 | (51,762) |
Debt financing fees | (14,738) | (12,675) |
Payments on capital lease obligations | (15,953) | (4,284) |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 24,343 | 0 |
Payments of Dividends | 0 | 548 |
Proceeds from Convertible Debt | 100,000 | 0 |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 159 | 0 |
Merger recapitalization transaction | 2,754 | (25,816) |
Net cash provided by (used in) financing activities | 25,750 | 108,239 |
Net change in cash and cash equivalents | (28,137) | 30,734 |
Cash and cash equivalents, beginning of the period | 71,311 | 4,877 |
Cash and cash equivalents, end of the period | 43,174 | 35,611 |
Supplemental disclosure of cash and non-cash transactions: | ||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 28,240 | 3,622 |
Cash paid for income taxes | 250 | 649 |
Fair Value Of Assets Liabilities Acquired Through Capital Lease Obligations | 1,992 | 12,133 |
Merger-related contingent consideration | 0 | 69,373 |
Issuance of common shares | 0 | 90,282 |
Issuance of preferred shares | 0 | 34,965 |
Dividends, Preferred Stock | $ 2,202 | $ 524 |
Business, Basis of Presentati_5
Business, Basis of Presentation and Significant Accounting Policies (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Business, Basis of Presentation and Significant Accounting Policies Infrastructure and Energy Alternatives, Inc., a Delaware corporation, is a holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, “IEA” or the “Company”). The Company specializes in providing complete engineering, procurement and construction (“EPC”) services throughout the United States (“U.S.”) for the renewable energy, traditional power and civil infrastructure industries. These services include the design, site development, construction, installation and restoration of infrastructure. Although the Company has historically focused on the wind industry, its recent acquisitions have expanded its construction capabilities and geographic footprint in the areas of renewables, environmental remediation, industrial maintenance, specialty paving and heavy civil and rail infrastructure construction, creating a diverse national platform of specialty construction capabilities. Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed unaudited consolidated financial statements include the accounts of IEA and its wholly-owned direct and indirect domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s 2018 Annual Report on Form 10-K. Reportable Segments We segregate our business into two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 13. Segments for a description of the reportable segments and their operations. Basis of Accounting and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with GAAP. The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of project revenue and profit or loss (which the Company defines as project revenue less project costs of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; accrued self-insurance reserves; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. “Emerging Growth Company” Reporting Requirements: The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For as long as a company is deemed to be an “emerging growth company,” it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. Among other things, we are not required to provide an auditor attestation report on the assessment of the internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act of 2002. Section 107 of the JOBS Act also provides that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. We would cease to be an “emerging growth company” upon the earliest of: • the last day of the fiscal year following July 6, 2021, the five-year anniversary of the completion of our IPO; • the last day of the fiscal year in which our total annual gross revenues exceed $1.07 billion; • the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities; or • the date on which we become a “large accelerated filer,” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would occur if the market value of our common stock held by nonaffiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter. We continue to monitor our status as an “emerging growth company” and are currently preparing for, and expect to be ready to comply with, the additional reporting and regulatory requirements that will be applicable to us when we cease to qualify as an “emerging growth company.” Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of September 30, 2019 . The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to revenue, costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 98.5% and 99.8% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 94.1% and 97.4% for the nine months ended September 30, 2019 and 2018, respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis also accounted for under the percentage of completion method totaled 1.5% and 0.2% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 5.9% and 2.6% for the nine months ended September 30, 2019 and 2018 , respectively. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material, and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications, and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying condensed consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying condensed consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These contract balances are generally settled within one year. New Accounting Pronouncements The effective dates shown in the following pronouncements are based on the Company's current status as an “emerging growth company.” In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company has substantially completed its assessment of the potential effects of these ASUs on its consolidated financial statements, business processes, systems and controls. The Company’s assessment included a detailed review of representative contracts at each of the Company’s segments and a comparison of its historical accounting policies and practices to the new standard. Based on the Company’s review of various types of revenue arrangements, the Company expects to recognize revenue and earnings over time utilizing the cost-to-cost measure of progress for its fixed price contracts and other service agreements, consistent with current practice. For these contracts, the cost-to-cost measure of progress best depicts the transfer of control of goods or services to the customer under the new standard. The Company has substantially completed its analysis of the information necessary to enable the preparation of the financial statements and related disclosures under the new standard. As part of this analysis, the Company evaluated its information technology capabilities and systems, and does not expect to incur significant information technology costs to modify systems currently in place. The Company will implement targeted changes to its internal reporting processes to facilitate gathering the data needed for reporting and disclosure under the new standard. The Company will also implement updates to its control processes and procedures, as necessary, based on changes resulting from the new standard. The Company does not expect any such updates to materially affect the Company’s internal controls over financial reporting. The Company anticipates adopting the standard using the modified retrospective transition approach. Under this approach, the new standard would apply to all new contracts initiated on or after January 1, 2019. For existing contracts that have remaining obligations as of January 1, 2019, any difference between the recognition criteria in these ASUs and the Company’s current revenue recognition practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. Any potential effect of adoption of these ASUs has not yet been quantified; however, the Company anticipates the adoption will have an impact on both the amount and timing of revenue recognition related to unapproved change orders. The Company is training its impacted employees in business segments for the implementation of the new standard, and continues developing the disclosures required by the new standard. The Company is also reviewing certain contracts entered into by its business segments subsequent to its initial assessment that are expected to have performance obligations remaining as of January 1, 2019 for any cumulative effect adjustments that may be required upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 required entities to adopt the new leases standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10. Commitments and Contingencies for additional information about our leases. The Company will early adopt the standard and it will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company is in the process of implementing leasing software to assist in the integration of the future standard. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per ASU 2018-13 are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact these changes will have on its disclosure requirements for fair value measurement. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisitions CCS On September 25, 2018, the Company completed its acquisition of Consolidated Construction Solutions I LLC (“CCS”) for $106.6 million in cash. The Company financed this acquisition through borrowing on its credit facility as discussed in Note 9. Debt. This acquisition is being accounted for as a business combination under the acquisition method of accounting. The wholly-owned subsidiaries of CCS, Saiia LLC (“Saiia”) and American Civil Constructors LLC (the “ACC Companies”), generally enter into long-term contracts with both government and non-government customers to provide EPC services for environmental, heavy civil and mining projects. William Charles On November 2, 2018, the Company acquired William Charles Construction Group, including its wholly-owned subsidiary Ragnar Benson (“William Charles”), for $77.7 million , consisting of $73.2 million in cash and $4.5 million of the Company's common stock ( 477,621 shares of common stock at $9.45 share price). The Company financed a portion of this acquisition through borrowing on its credit facility as discussed in Note 9. Debt. This acquisition is being accounted for as a business combination under the acquisition method of accounting. William Charles generally enters into contracts with a mix of government and non-government customers to provide EPC services for rail civil infrastructure, environmental and heavy civil projects. A portion of the non-governmental rail civil infrastructure contracts are longer than a year. The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition dates at fair value. The values for CCS were finalized as of June 30, 2019 and finalized for William Charles as of September 30, 2019. Identifiable assets acquired and liabilities assumed (in thousands) CCS William Charles Cash $ 6,413 $ 6,641 Accounts Receivable 58,041 69,740 Costs and estimated earnings in excess of billings on uncompleted contracts 9,512 16,095 Other current assets 1,813 7,999 Property, plant and equipment 59,952 47,899 Intangible assets: Customer relationships 19,500 7,000 Backlog 8,400 5,500 Tradename 8,900 4,500 Deferred income taxes (2,361 ) — Other non-current assets 134 75 Accounts payable and accrued liabilities (25,219 ) (60,962 ) Billings in excess of costs and estimated earnings on uncompleted contracts (14,194 ) (14,810 ) Debt, less current portion (52,257 ) (15,672 ) Capital lease obligations (1,124 ) — Other liabilities (704 ) (907 ) Total identifiable assets 76,806 73,098 Goodwill 29,773 4,581 Total purchase consideration $ 106,579 $ 77,679 * - There were no measurement period adjustments for the quarter ended September 30, 2019. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Specifically, the goodwill recorded as part of the acquisitions of CCS and William Charles is related to the expected, specific synergies and other benefits that the Company believes will result from combining the operations of CCS and William Charles with the operations of IEA. This goodwill is deductible for income tax purposes, with the exception of $2.9 million for CCS that is not deductible. Impact of Acquisitions The following table summarizes the results of operations included in the Company's condensed consolidated statement of operations for CCS and William Charles from their respective dates of acquisition. (in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 CCS William Charles CCS William Charles Revenue 81,248 84,033 211,117 198,879 Net income (loss) 2,707 7,308 616 7,359 Three months ended September 30, 2018 Nine months ended September 30, 2018 CCS William Charles CCS William Charles Revenue 5,600 — 5,600 — Net income (loss) — — — — The following table provides the supplemental unaudited actual and pro forma total revenue and net income of the combined entity had the acquisition date of CCS and William Charles been the first day of our fiscal year 2018: Three months ended September 30, Nine months ended September 30, (in thousands) Actual 2019 Pro forma 2018 Actual 2019 Pro forma 2018 Revenue 422,022 446,557 940,793 948,543 Net income (loss) 12,609 6,016 (4,072 ) (15,448 ) Net income (loss) per common share: Basic earnings per share 0.37 0.25 (1.44 ) (0.77 ) Diluted earnings per share 0.24 0.24 (1.44 ) (0.77 ) The amounts in the supplemental unaudited pro forma 2018 results apply the Company's accounting policies and reflect certain adjustments to, among other things, (i) exclude the impact of transaction costs incurred in connection with the acquisitions, (ii) include additional depreciation and amortization that would have been charged assuming the same fair value adjustments to property, plant and equipment and acquired intangibles had been applied on January 1, 2018, and (iii) include additional interest expense that would have been incurred assuming the incremental borrowings the Company incurred to finance the acquisitions had been outstanding on January 1, 2018. Accordingly, these supplemental unaudited pro forma results have been prepared for comparative purposes only and are not intended to be indicative of the results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period. These results do not include any potential operating efficiencies and cost savings. |
Earnings per share
Earnings per share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Earnings per share | Earnings Per Share The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares of common stock outstanding during the period. Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and six months ended June 30, 2019, the Company identified a computational error related to the number of outstanding common shares included in its earnings (loss) per share calculations during 2018 and 2019. Management has concluded that the impact of this error on all historical periods is immaterial and therefore has not adjusted the earnings (loss) per share amounts for any periods prior to September 30, 2019. Rather, the adjustment to remove 1.8 million unvested shares has been made beginning with the three- and nine-months ended September 30, 2019. The number of outstanding shares of Common Stock for voting purposes remains at 22.3 million shares, as the aforementioned 1.8 million shares are entitled to vote those shares during the vesting period. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. The contingent consideration fair value adjustment is a mark-to-market adjustment based on the decline of approximately 80% in the Company's stock price from December 31, 2018 to June 30, 2019, coupled with the Company not anticipating reaching Adjusted EBITDA requirements outlined in the original agreement at September 30, 2019, see Note. 8 Fair Value of Financial Instruments . The Company is required to reverse the mark-to-market adjustment from the numerator as shown below. Diluted EPS assumes the dilutive effect of (i) contingently issuable earn-out shares, (ii) Series A cumulative convertible preferred stock, using the if-converted method, and (iii) the assumed exercise of in-the-money stock options and warrants and the assumed vesting of outstanding restricted stock units (“RSUs”), using the treasury stock method. Whether the Company has net income or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed the same as basic EPS. The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net income (loss) 12,609 5,736 (4,072 ) (6,741 ) Less: Convertible Preferred Stock dividends (759 ) (524 ) (2,202 ) (1,072 ) Less: Contingent consideration fair value adjustment (see Note 8) (4,247 ) — (23,082 ) — Net income (loss) available to common stockholders 7,603 5,212 (29,356 ) (7,813 ) Denominator: Weighted average common shares outstanding - basic (1) 20,446,811 21,577,650 20,425,801 21,577,650 Series B Preferred - Warrants 2,845,840 — — — Convertible Series A Preferred Stock 11,486,534 3,522,438 — — Restricted stock units 640,247 — — — Weighted average shares for diluted computation 35,419,432 25,100,088 20,425,801 21,577,650 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 8,968,856 2,832,765 Series B Preferred - Warrants at closing — — 1,325,779 — RSUs — — 542,421 — Basic EPS 0.37 0.24 (1.44 ) (0.36 ) Diluted EPS 0.24 0.23 (1.44 ) (0.36 ) (1) The contingent earn-out shares were not included at September 30, 2019 and were removed from September 30, 2018, respectively. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at September 30, 2019 and 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 646,405 of vested and unvested Options and 817,817 of unvested RSUs were also not potentially dilutive as of September 30, 2019 as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period. (3) The 1.8 million unvested earnout shares were not included at September 30, 2019 due to the exercise price being greater than the average market price of the common stock during the period. Series A Preferred Stock As of September 30, 2019, we had 34,965 shares of Series A Preferred Stock with an initial stated value of $1,000 per share plus accumulated but unpaid dividends, for total consideration of $37.7 million . Dividends are paid on the Series A Preferred Stock when declared by our Board. To extent permitted, dividends are required to be paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at the following rates: • 6% per annum from the original issuance of the Series A Preferred Stock on March 26, 2018 (the “Closing Date”) until the date (the “ 18 Month Anniversary Date”) that is 18 months from the Closing Date; and • 10% per annum during the period from and after the 18 Month Anniversary Date; So long as any shares of Series B Preferred Stock of the Company, (the “Series B Preferred Stock”), which are currently either designated as Series B-1 Preferred Stock (“Series B-1 Preferred Stock”) or Series B-2 Preferred Stock (“Series B-2 Preferred Stock”), and (referred to collectively as “Series B Preferred Stock”), are outstanding or from and after the occurrence of any non-payment event or default event and until cured or waived, the foregoing rates will increase by 2% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective as of the applicable dividend date without any further action by the Board at the following rates: • 8% per annum during the period from May 20, 2019 through the 18 Month Anniversary Date; and • 12% per annum during the period from and after the 18 Month Anniversary Date. As of September 30, 2019 , the Company has accrued a cumulative of $2.7 million in dividends to holders of Series A Preferred Stock as a reduction to additional paid-in capital. Series B Preferred Stock As of September 30, 2019, we had 100,000 shares of Series B Preferred Stock outstanding, with each share having an initial stated value of $1,000 plus accumulated but unpaid dividends. Our common stock and Series A Preferred Stock are junior to the Series B Preferred Stock. Dividends are paid on the Series B Preferred Stock when declared by our Board. To the extent not prohibited by applicable law, dividends are required to be declared and paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 at the following rates: • On Series B-1 Preferred Stock with respect to any dividend period for which the Total Net Leverage Ratio (as defined in the Third A&R Credit Agreement (as defined in see Note. 9 Debt ) is greater than 1.50 :1.00, 15% per annum (or 13.5% per annum if a deleveraging event (as defined below) has occurred prior to the date dividends are paid with respect to such dividend period) and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 :1.00, 13.5% per annum. • On Series B-2 Preferred Stock with respect to any dividend period for which the Total Net Leverage Ratio is greater than 1.50 :1.00, 15% per annum (or 13.5% per annum if a deleveraging event has occurred prior to the date dividends are paid with respect to such dividend period) and (ii) with respect to any dividend period for which the Total Net Leverage Ratio is less than or equal to 1.50 :1.00, 12% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on Series B Preferred Stock and is effective as of the applicable dividend date without any further action by the Board at a rate of 18% per annum; provided that, during the period from the occurrence of a deleveraging event until the date that is two years from such deleveraging event, such dividend rate shall instead be 15% per annum. A deleveraging event means certain equity financings or issuances of stock where the proceeds of such equity financings are used exclusively to permanently reduce senior secured indebtedness by at least $50.0 million , or the Total Net Leverage Ratio as of the last day of any fiscal quarter is less than or equal to 1.50 :1.00. The Company has accrued a cumulative of $4.1 million in accrued dividends to holders of Series B Preferred Stock, which is recorded as interest expense in the Company's condensed consolidated statements of operations for the quarter ended September 30, 2019. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's valuation of Series B Preferred Stock. Stock Compensation Under guidance of ASC Topic 718 “Compensation — Stock Compensation,” stock-based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award). The fair value of the RSUs was based on the closing market price of our common stock on the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the three months ended September 30, 2019 and 2018, we recognized $1.1 million and $0.5 million in compensation expense, respectively, and $2.8 million and $0.5 million for the nine months ended September 30, 2019 and 2018, respectively. | Earnings (Loss) Per Share The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings per Share . Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. Diluted EPS assumes the dilutive effect of (i) contingently issuable earn-out shares, (ii) Series A cumulative convertible preferred stock, using the if-converted method, and (iii) the assumed exercise of in-the-money stock options and warrants and the assumed vesting of outstanding RSUs, using the treasury stock method. Whether the Company has net income or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2018 2017 2016 Numerator: Net income from continuing operations $ 4,244 $ 16,525 $ 64,451 Less: Convertible preferred share dividends (1,597 ) — — Less: Contingent consideration fair value adjustment (46,291 ) — — Net (loss) income from continuing operations available to common stockholders (43,644 ) 16,525 64,451 Net income from discontinued operations available to common stockholders — — 1,087 Net (loss) income available to common stockholders $ (43,644 ) $ 16,525 $ 65,538 Denominator: Weighted average common shares outstanding - basic and diluted (1) 21,665,965 21,577,650 21,577,650 Anti-dilutive: (2) Convertible preferred shares 3,100,085 — — RSUs 59,445 — — Net (loss) income from continuing operations per common share - basic and diluted $ (2.01 ) $ 0.77 $ 2.99 Net income from discontinued operations per common share - basic and diluted — — 0.05 Net (loss) income per common share - basic and diluted $ (2.01 ) $ 0.77 $ 3.04 ——— (1) The contingent earn-out shares were not included at December 31, 2018. See Note 8 . Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive as of December 31, 2018. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at December 31, 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 713,260 of unvested Options and 187,026 of unvested RSUs were also not potentially dilutive as of December 31, 2018 as the respective exercise price or average stock price required for vesting of such award was greater than the average market price of the common stock during the period. The calculation of weighted average common shares outstanding during the periods preceding a reverse recapitalization generally requires the Company to use the capital structure of the entity deemed to be the acquirer for accounting purposes to calculate EPS. However, as a limited liability company, IEA Services had no outstanding common shares prior to the Merger. Therefore, the weighted average common shares outstanding for all comparable prior periods preceding the Merger is based on the capital structure of the acquired company, as management believes that is the most useful measure. Shares Outstanding Company (f/k/a M III Acquisition Corp.) shares outstanding as of December 31, 2017 19,210,000 Redemption of shares by M III stockholders prior to the Merger (7,967,165 ) Common shares issued pursuant to Advisor Commitment Agreements, net of forfeited sponsor founder shares (93,685 ) Shares issued to Infrastructure and Energy Alternatives, LLC/Seller 10,428,500 IEA shares outstanding as of March 26, 2018 21,577,650 At the closing of the Merger, 34,965 shares of Series A convertible preferred stock were issued to the Seller with an initial stated value of $1,000 per share, for total consideration of $35.0 million . Dividends on each share of Series A preferred stock accrue at a rate of 6% per annum during the period from the Closing Date until the 18 -month anniversary of the Closing Date and 10% per annum thereafter, with such dividends payable quarterly in cash. These shares are convertible to common shares under certain circumstances. For the year ended December 31, 2018 , the Board declared $1.6 million in dividends to holders of Series A preferred stock. |
Accounts receivable, net of all
Accounts receivable, net of allowance | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Accounts receivable, net of allowance | Accounts Receivable, Net The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Contract receivables $ 168,413 $ 161,408 Contract retainage 76,103 64,000 Accounts receivable, gross 244,516 225,408 Less: allowance for doubtful accounts (51 ) (42 ) Accounts receivable, net $ 244,465 $ 225,366 Included in costs in excess of billings as of September 30, 2019 are unapproved change orders of approximately $21.0 million for which the Company is pursuing settlement through dispute resolution. Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 102 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 90 — Less: write-offs, net of recoveries (81 ) — (81 ) — Allowance for doubtful accounts at period end $ 51 $ 216 $ 51 $ 216 | Accounts Receivable, Net The following table provides details of accounts receivable, net of the allowance for doubtful accounts, as of the dates indicated: December 31, (in thousands) 2018 2017 Contract receivables $ 161,408 $ 44,696 Contract retainage 64,000 16,501 Accounts receivable, gross 225,408 61,197 Less: allowance for doubtful accounts (42 ) (216 ) Accounts receivable, net $ 225,366 $ 60,981 The contract receivables amount as of December 31, 2018 includes an unapproved change order of approximately $9.2 million for which the Company is pursuing settlement through dispute resolution. There were no similar amounts included within the December 31, 2017 amount. Gross profit for the year ended December 31, 2018 includes a charge of approximately $5.6 million related to a dispute with a specific customer concerning change orders with respect to one specific project completed in the second quarter of 2018. The Company believes that the charge reflected in the disputed change orders are properly the obligation of the customer. Nonetheless, the Company elected to settle the dispute and absorb these costs in order to maintain a valuable customer relationship. There were no similar charges included within gross profit for the years ended December 31, 2017 and 2016. Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 12,077 Plus: provision for (reduction in) allowance (174 ) 81 (10,534 ) Less: write-offs, net of recoveries — — (1,408 ) Allowance for doubtful accounts at period-end $ 42 $ 216 $ 135 |
Contracts in progress_2
Contracts in progress | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Contracts in progress | Contracts in Progress Contracts in progress were as follows as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,189,496 $ 935,820 Estimated earnings on contracts in progress 111,451 76,883 Revenue on contracts in progress 1,300,947 1,012,703 Less: billings on contracts in progress (1,263,221 ) (1,027,816 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) The above amounts have been included in the accompanying condensed consolidated balance sheets under the following captions (in thousands): September 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 109,540 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (71,814 ) (62,234 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) Provision for loss of $0.1 million and $1.4 million as of September 30, 2019 and December 31, 2018, respectively, is included in billings in excess of costs and earnings on uncompleted contracts. The Company recognizes a contract asset within costs and estimated earnings in excess of billings on uncompleted contracts in the condensed consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. For the quarter ended September 30, 2019 and the year ended December 31, 2018, the Company had unapproved change orders of $69.9 million and $45.0 million , respectively. | Contracts in Progress Contracts in progress were as follows as of the dates indicated: December 31, (in thousands) 2018 2017 Costs on contracts in progress $ 935,820 $ 861,050 Estimated earnings on contracts in progress 76,883 131,997 Revenue on contracts in progress 1,012,703 993,047 Less: billings on contracts in progress (1,027,816 ) (981,832 ) Net (over) under billings $ (15,113 ) $ 11,215 The above amounts have been included in the consolidated balance sheets under the following captions: December 31, (in thousands) 2018 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 47,121 $ 18,613 Billings in excess of costs and estimated earnings on uncompleted contracts (62,234 ) (7,398 ) Net (over) under billings $ (15,113 ) $ 11,215 Billings in excess of costs and estimated earnings on uncompleted contracts includes a provision for loss contracts of $1.4 million and $0.0 million as of December 31, 2018 and 2017 , respectively. The Company recognizes a contract asset within costs and estimated earnings in excess of billings on uncompleted contracts in the consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. For the years ended December 31, 2018, 2017 and 2016, the Company recognized revenue related to unapproved change orders of $45.0 million , $33.5 million and $17.8 million , respectively. |
Property, plant and equipment_4
Property, plant and equipment, net | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment, net | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following (in thousands): September 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,812 $ 4,614 Land 17,600 19,394 Construction equipment 178,239 175,298 Office equipment, furniture and fixtures 3,449 2,994 Vehicles 5,985 4,991 208,085 207,291 Accumulated depreciation (56,301 ) (31,113 ) Property, plant and equipment, net $ 151,784 $ 176,178 Depreciation expense of property, plant and equipment was $9,219 and $2,471 for the period ended September 30, 2019 and 2018 , respectively, and was $26,125 and $6,388 for the nine months ended September 30, 2019 and 2018 , respectively. | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Buildings and leasehold improvements $ 4,614 $ 416 Land 19,394 — Construction equipment 175,298 46,404 Office equipment, furniture and fixtures 2,994 1,451 Vehicles 4,991 404 Total property, plant and equipment 207,291 48,675 Accumulated depreciation (31,113 ) (17,770 ) Property, plant and equipment, net $ 176,178 $ 30,905 Depreciation expense for property, plant and equipment was $13.7 million , $5.0 million and $3.3 million for the years ended December 31, 2018, 2017 and 2016 , respectively. In October 2017, IEA Services made an equity distribution to the Seller in the form of land and a building with a total net book value at the date of distribution of $4.7 million . |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net (Notes) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets, Net [Abstract] | ||
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill for 2019 and 2018: (in thousands) Goodwill January 1, 2018 (Renewables Segment) $ 3,020 Acquisitions (Specialty Civil Segment) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil Segment) (2,884 ) September 30, 2019 $ 37,373 Intangible assets, net consisted of the following as of the dates indicated: September 30, 2019 December 31, 2018 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (3,749 ) $ 22,751 6 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (2,635 ) 10,765 4 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (6,791 ) 7,109 1 year 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (13,175 ) $ 40,625 $ 53,800 $ (2,926 ) $ 50,874 Amortization expense associated with intangible assets for the three months ended September 30, 2019 and 2018 , totaled $3.4 million and $0.1 million , respectively, and $10.3 million and $0.2 million for the nine months ended September 30, 2019 and 2018 , respectively. The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2019 through 2023: (in thousands) Remainder of 2019 2020 2021 2022 2023 Amortization expense $ 3,354 $ 11,837 $ 6,466 $ 6,466 $ 5,841 | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill for 2018 and 2017: (in thousands) Goodwill January 1, 2017 $ 3,020 Other adjustments — December 31, 2017 3,020 Acquisitions 37,237 December 31, 2018 $ 40,257 Intangible assets, net consisted of the following as of the dates indicated: December 31, 2018 December 31, 2017 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 27,000 $ (814 ) $ 26,186 7 years $ — $ — $ — — Trade names 13,400 (575 ) 12,825 5 years 820 (751 ) 69 1 year Backlog 13,400 (1,537 ) 11,863 2 years — — — — $ 53,800 $ (2,926 ) $ 50,874 $ 820 $ (751 ) $ 69 Amortization expense associated with intangible assets for the years ended December 31, 2018, 2017 and 2016 totaled $3.0 million , $0.1 million and $0.1 million , respectively. The following table provides the annual intangible amortization expense expected to be recognized for the years 2019 through 2023 : (in thousands) 2019 2020 2021 2022 2023 Amortization expense $ 13,394 $ 11,700 $ 6,537 $ 6,537 $ 5,912 |
Fair value of financial instr_7
Fair value of financial instruments | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Fair value of financial instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of December 31, 2018 Contingent consideration 23,082 — — 23,082 Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of September 30, 2019 Contingent consideration — — — — Series B-1 Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B-1 Preferred Stock - Additional 6% Warrants 400 — — 400 The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Contingent Consideration Series B Preferred - Series A Conversion Warrants Series B Preferred - Additional 6% Warrants Beginning Balance, December 31, 2018 23,082 $ — $ — Preferred Series B-1 Stock - Additional Warrants — 4,200 400 Fair value adjustment (23,082 ) — — Ending Balance, September 30, 2019 — 4,200 400 Contingent Consideration Pursuant to the original merger agreement with M III Acquisition Corp., the Company shall issue up to an additional 9,000,000 shares of common stock, which shall be fully earned if the final 2019 adjusted EBITDA targets are achieved. As of September 30, 2019, the Company recorded an adjustment of $23.1 million to the liability primarily based on a significant decrease in the Company's stock price for the first six months of 2019 of approximately 80.0% (from $8.61 at December 31, 2018 to $2.04 at June 30, 2019), coupled with the Company not anticipating reaching EBITDA requirements outlined in the original agreement as of September 30, 2019. The following table sets forth information regarding the Company's assets measured at fair value on a non-recurring basis (in thousands): Fair Value Measurements Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Series B-1 and Series B-2 Preferred Stock 81,300 — — 81,300 Equity: Series B-1 Preferred Stock - Warrants at closing 14,100 — — 14,100 On May 20, 2019, the Company entered into the Amended and Restated Equity Commitment Agreement (the “First Equity Commitment Agreement”), by and among the Company and the commitment parties thereto. Pursuant to the First Equity Commitment Agreement, the Company issued and sold on May 20, 2019, 50,000 shares of Series B-1 Preferred Stock, with each share having an initial stated value of $1,000 plus accumulated but unpaid dividends for gross cash proceeds of $50.0 million . The First Equity Commitment Agreement also required the Company to provide warrants for common stock at closing that equaled 10% of the fully diluted issued and outstanding common stock as of such date (the “Warrants at closing”), and in the future could be required to provide additional warrants in the event of conversion of the Series A Preferred Stock (“Series A Conversion Warrants”) and warrants for up to 6% of the fully diluted issued and outstanding common stock if the Company fails to meet certain Adjusted EBITDA thresholds on a trailing twelve-month basis on the last calendar day of May 2020 through April 2021 (the “Additional 6% Warrants”). On August 13, 2019, the Company entered into the Second Equity Commitment Agreement (the “Second Equity Commitment Agreement”). Pursuant to the Second Equity Commitment Agreement, the Company issued and sold on August 30, 2019, 50,000 shares of Series B-2 Preferred Stock and 900,000 warrants to purchase common stock (“Warrants”) for an aggregate purchase price of $50.0 million . The information below describes the balance sheet classification and the recurring/nonrecurring fair value measurement: Series B-1 and Series B-2 Preferred Stock (non-recurring) - The Series B-1 and Series B-2 Preferred Stock were recorded at relative fair value as debt which was estimated using a discounted cashflow model based on certain significant unobservable inputs, such as accumulated dividend rates, and projected Adjusted EBITDA for the life of the Series B Preferred Stock. The fair value of the liability for each of the transactions closed on May 20, 2019 and August 30, 2019, was a combined $81.3 million and recorded on the balance sheet as debt. Series B-1 and Series B-2 Preferred Stock - Warrants at closing (non-recurring) - The Warrants at closing, with an exercise price of $0.0001 , represented (on an if-converted to common stock basis) 10% of the issued and outstanding common stock of the Company based on the Company’s fully diluted share count on May 20, 2019 (including the number of shares of common stock that may be issued pursuant to all restricted stock awards, restricted stock units, stock options and any other securities or rights (directly or indirectly) convertible into, exchangeable for or to subscribe for common stock that are outstanding on May 20, 2019 (excluding any shares of common stock issuable (a) pursuant to the merger agreement for our business combination, (b) upon conversion of shares of Series A Preferred Stock, (c) upon the exercise of any warrant with an exercise price of $11.50 or higher or (d) upon the exercise of any equity issued pursuant to the Company’s long term incentive plan or other equity plan with a strike price of $11.50 or higher). The 2,545,934 if-converted shares of common stock at closing were valued at the closing stock price of $4.21 on May 20, 2019 and recorded in additional paid in capital. On August 30, 2019, 900,000 if-converted shares of common stock were issued and were valued at the closing stock price of $3.75 and recorded in additional paid in capital. Series B-1 Preferred Stock - Series A Conversion Warrants (recurring) - The certificate of designation for the Series A Preferred Stock was amended in connection with the Company entering into the First Equity Commitment Agreement. The conversion rights were amended to allow the holders of Series A Preferred Stock to convert all or any portion of Series A Preferred Stock outstanding at any point in time. If converted, the holders of the Series B Preferred Stock would be entitled to additional warrants, with an exercise price of $0.0001 . These warrants were fair valued using the closing stock price of $4.21 on May 20, 2019, at an estimated if-converted share count and recorded as a liability. Series B-1 Preferred Stock - Additional 6% Warrants (recurring) - The Additional 6% Warrants are issuable if the Company fails to meet certain Adjusted EBITDA thresholds on a trailing twelve-month basis from May 31, 2020 through April 30, 2021. The Company recorded the Additional 6% Warrants at fair value, which was estimated using a Monte Carlo Simulation based on certain significant unobservable inputs, such as a risk rate premium, Adjusted EBITDA volatility, stock price volatility and projected Adjusted EBITDA for the Company for 2019. The Additional 6% Warrants were recorded as a liability. Other financial instruments of the Company not listed in the table consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values. Additionally, management believes that the outstanding recorded balance on the line of credit and long-term debt, further discussed in Note 9. Debt , approximates fair value due to their floating interest rates. | Fair Value of Financial Instruments The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2018 December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 23,082 $ 23,082 $ — $ — $ — $ — The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the year ended December 31, 2018. There were no changes in such balances for the year ended December 31, 2017. (in thousands) Level 3 Beginning Balance, December 31, 2017 $ — Contingent consideration issued during Merger 69,373 Fair value adjustment - (gain) recognized in other income (46,291 ) Ending Balance, December 31, 2018 $ 23,082 Other financial instruments of the Company not listed in the table above primarily consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values, based on the nature and short maturity of these instruments, and they are presented in the Company's consolidated balance sheets at carrying cost. Additionally, management believes that the carrying value of the Company's outstanding debt balances, further discussed in Note 9 . Debt , approximate fair value due to their floating interest rates. Contingent Consideration Pursuant to the Merger Agreement, the Company shall issue to the Seller up to an additional 9,000,000 common shares in the aggregate, which shall be fully earned if the final 2018 and 2019 financial targets are achieved. The Company may be required to issue such shares if the 2019 financial target is achieved. As of December 31, 2018, the Company recorded the contingent consideration liability at fair value, which was estimated using a Monte Carlo simulation based on certain significant unobservable inputs, such as a risk rate premium, peer group EBITDA volatility, stock price volatility and projected Adjusted EBITDA for the Company for 2019. The calculation derived a fair value adjustment of $46.3 million to the liability based on 2018 actual financial results and the expected probability of reaching the full amount of contingent consideration in 2019. Significant unobservable inputs used in the fair value calculation as of the periods indicated were as follows: December 31, 2018 March 26, 2018 Risk premium adjustment 8.0 % 5.0 % Risk-free rate 2.6 % 2.0 % EBITDA volatility 14.0 % 24.5 % Stock price volatility 37.1 % 27.9 % Correlation of EBITDA and stock price 75.0 % 75.0 % |
Debt_2
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt | Debt Debt consists of the following obligations as of: September 30, 2019 December 31, 2018 Term loan 277,688 300,000 Line of credit — 46,500 Commercial equipment notes 3,820 5,341 Total principal due for long-term debt 281,508 351,841 Unamortized debt discount and issuance costs (23,783 ) (23,534 ) Less: Current portion of long-term debt (31,119 ) (32,580 ) Long-term debt, less current portion 226,606 295,727 Debt - Series B Preferred Stock (1) 104,135 — Unamortized debt discount and issuance costs (27,369 ) — Long-term Series B Preferred Stock 76,766 — (1) The Company has accrued a cumulative of $4.1 million in accrued dividends to holders of Series B Preferred Stock, which is recorded as interest expense in the Company's condensed consolidated statements of operations for the quarter ended September 30, 2019. Third Amended and Restated Credit Agreement On May 20, 2019, the Third Amended and Restated Credit and Guarantee Agreement (the “Third A&R Credit Agreement”) became effective. Term loan borrowings mature on September 25, 2024 and are subject to quarterly amortization of principal, commencing on March 31, 2019, in an amount equal to 2.50% of the aggregate principal amount of such loans. Beginning with 2020, an additional annual payment is required equal to 75% of Excess Cash Flow (as defined in the Third A&R Credit Agreement) for the preceding fiscal year if such Excess Cash Flow is greater than $2.5 million , with the percentage of Excess Cash Flow subject to reduction based upon the Company’s consolidated leverage ratio. Borrowings under the term loan are required to be repaid on the last business day of each March, June, September and December, continuing with the first fiscal quarter following the effective date of the Third A&R Credit Agreement, in an amount equal to 2.5% of the initial balance of the initial term loan and will not be able to be reborrowed. Borrowings under the revolving line of credit mature on September 25, 2023. Interest on the consenting lender term loan tranche accrues at a per annum rate of, at the Company's option, (x) LIBOR plus a margin of 8.25% or (y) an alternate base rate plus a margin of 7.25% ; provided, however, that upon achieving a First Lien Net Leverage Ratio (as defined below) of no greater than 2.67 :1.00, the margin shall permanently step down to (y) for LIBOR loans, 6.75% and (x) for alternative base rate loans, 5.75% . Interest on the non-consenting lender term loan tranche will stay at a per annum rate of, at the Company’s option, (x) LIBOR plus a margin of 6.25% or (y) an alternate base rate plus a margin of 5.25% . Interest on initial revolving facility borrowings and swing line loans accrues at a rate of, at the Company's option, (x) LIBOR plus a margin of 4.25% or (y) the applicable base rate plus a margin of 3.25% . The weighted average interest rate under the Third A&R Credit Agreement as of September 30, 2019 and December 31, 2018 , was 10.42% and 8.82% , respectively. The terms of the Third A&R Credit Agreement include customary affirmative and negative covenants and provide for customary events of default, which include, among others, nonpayment of principal or interest and failure to timely deliver financial statements. Under the Third A&R Credit Agreement, the financial covenant to which the Credit Parties as defined therein are subject provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2019, 4.75 :1.0, (ii) from and prior to the fiscal quarter ending December 31, 2020, 3.50 :1.0, (iii) from and prior to the fiscal quarter ending December 31, 2021, 2.75 :1.0, and (iv) from and after March 31, 2022, 2.25 :1.0. Under the Third A&R Credit Agreement, the Company is not to obtain an equity infusion to cure for any covenant violations for fiscal quarter ending in 2019, excluding the Series B Preferred Stock. Thereafter, the Company will have access to a customary equity cure. The Third A&R Credit Agreement also includes certain limitations on the payment of cash dividends on the Company's common shares and provides for other restrictions on (subject to certain exceptions) liens, indebtedness (including guarantees and other contingent obligations), investments (including loans, advances and acquisitions), mergers and other fundamental changes and sales and other dispositions of property or assets, among others. Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of September 30, 2019 , and December 31, 2018 , the Company was contingently liable under letters of credit issued under its Third A&R Credit Agreement or its old credit facility, respectively, in the amount of $21.0 million and $3.0 million , respectively, related to projects. In addition, as of September 30, 2019 and December 31, 2018 , the Company had outstanding surety bonds on projects of $2,017.6 million and $1,682.0 million , respectively. Contractual Maturities Contractual maturities of the Company's debt and capital lease (see Note 10. Commitments and Contingencies) obligations as of September 30, 2019 (in thousands): Remainder of 2019 $ 13,965 2020 55,988 2021 51,826 2022 47,276 2023 32,905 Thereafter 257,591 Total contractual obligations $ 459,551 | Debt Debt consists of the following obligations as of: December 31, (in thousands) 2018 2017 Line of credit - short-term $ — $ 33,674 Term loan $ 300,000 $ — Line of credit 46,500 — Commercial equipment notes 5,341 — Total principal due for long-term debt 351,841 — Unamortized debt discount and issuance costs (23,534 ) — Less: Current portion of long-term debt (32,580 ) — Long-term debt, less current portion $ 295,727 $ — Old Credit Facility In connection with the closing of the Merger in March 2018, the outstanding borrowings under IEA Services' then-existing line of credit of $38.4 million were repaid using proceeds from the Merger credit facility described below, and the old credit facility was terminated. The amount outstanding as of December 31, 2017 of 33.7 million is presented as line of credit - short-term in the consolidated balance sheet as these borrowings contractually matured on December 31, 2018. The weighted average interest rate on revolving loans outstanding under this facility as of December 31, 2017 was 4.50% . Merger Credit Facility In conjunction with the completion of the Merger, IEA Services refinanced its prior credit facility with a new facility that provided for aggregate revolving borrowings of up to $50.0 million and a $50.0 million delayed draw term loan facility. Upon closing of the acquisition of CCS in September 2018, the outstanding borrowings under this Merger credit facility of $53.5 million were repaid, plus accrued and unpaid interest, using proceeds from the new credit facility described below, and the Merger credit facility was terminated. The Company recognized a $1.8 million loss on extinguishment of debt upon this termination, primarily due to the write-off of the unamortized debt issuance costs and discount for this facility as of such date, which is reflected within other expense in the consolidated statement of operations for the year ended December 31, 2018 . Acquisition Credit Facility At closing of the CCS acquisition, IEA Services entered into a credit agreement for a new credit facility, which was amended and restated in connection with the closing of the William Charles acquisition, and was further amended and restated on November 16, 2018 (as amended and restated, the “A&R Credit Agreement”). The A&R Credit Agreement provides for a term loan facility of $300.0 million and a revolving line of credit of $50.0 million , which is available for revolving loans and letters of credit. Availability on the line of credit is subject to customary borrowing base calculations. On September 25, 2018, $200.0 million was drawn on the term loan facility and $20.5 million was drawn on the line of credit to pay the CCS acquisition consideration, repay borrowings under the Merger credit facility and repay certain assumed indebtedness of Saiia and the ACC Companies. The remaining $100.0 million was drawn on the term loan facility on November 2, 2018 to pay the cash portion of the William Charles acquisition consideration and to repay certain assumed indebtedness of William Charles, and an additional $26.0 million of revolving loans were drawn in the third and fourth quarter of 2018, to be used for working capital and other general corporate purposes, for total outstanding revolving loans of $46.5 million as of December 31, 2018. The Company capitalized $24.5 million of financing fees that were incurred to obtain this new credit facility. Term loan borrowings mature on September 25, 2024 and are subject to quarterly amortization of principal, commencing on the last day of the first quarter of 2019, in an amount equal to 2.50% of the aggregate principal amount of such loans. Beginning with 2020, an additional annual payment is required equal to 75% of Excess Cash Flow (as defined in the A&R Credit Agreement) for the preceding fiscal year if such Excess Cash Flow is greater than $2.5 million , with the percentage of Excess Cash Flow subject to reduction based upon the Company’s consolidated leverage ratio. Borrowings under the revolving line of credit mature on September 25, 2023 . Interest on term loan borrowings accrues at an interest rate of, at the Company's option, (x) LIBOR plus a margin of 6.25% or (y) the applicable base rate plus a margin of 5.25% . Interest on revolving loans accrues at an interest rate of, at the Company's option, (x) LIBOR plus a margin of 4.25% or (y) the applicable base rate plus a margin of 3.25% . The weighted average interest rate on borrowings under this credit facility as of December 31, 2018 was 8.82% . Obligations under this credit facility are guaranteed by Infrastructure and Energy Alternatives, Inc., Holdings and each existing and future, direct and indirect, wholly-owned, material domestic subsidiary of Infrastructure and Energy Alternatives, Inc. other than IEA Services (together with IEA Services, the “Credit Parties”), and are secured by all of the present and future assets of the Credit Parties, subject to customary carve-outs. Debt Covenants The terms of the A&R Credit Agreement include customary affirmative and negative covenants and provide for customary events of default, which include, among others, nonpayment of principal or interest and failure to timely deliver financial statements. Under the A&R Credit Agreement, the financial covenant to which the Credit Parties are subject provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2020, 3.50 :1.0 and (ii) from and after the fiscal quarter ending December 31, 2020, 2.25 :1.0. The A&R Credit Agreement also includes certain limitations on the payment of cash dividends on the Company's common shares and provides for other restrictions on (subject to certain exceptions) liens, indebtedness (including guarantees and other contingent obligations), investments (including loans, advances and acquisitions), mergers and other fundamental changes and sales and other dispositions of property or assets, among others. Assumed Debt from Acquisitions In connection with the acquisitions of CCS and William Charles, the Company assumed certain indebtedness of these companies. The Company repaid a majority of this indebtedness upon closing of the acquisitions using proceeds from the A&R Credit Agreement as discussed above but $5.3 million of commercial equipment notes remained outstanding as of December 31, 2018. The weighted average interest rate on this debt as of December 31, 2018 was 4.95% . Subordinated Debt Second Lien Term Loan Agreement On December 31, 2016 , the outstanding principal and accrued interest for a second lien term loan of $23.3 million was converted into 23,268,846 non-voting, interest-bearing preferred units of the Seller, and the Seller contributed the debt interests to IEA Services as a contribution to capital. Accordingly, no amounts are currently outstanding for this loan, and the agreement was terminated as of December 31, 2016. Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2018 are as follows: (in thousands) Maturities 2019 $ 32,580 2020 31,518 2021 30,761 2022 30,369 2023 76,575 Thereafter 150,038 Total $ 351,841 Letters of Credit and Surety Bonds In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of December 31, 2018 and 2017 , the Company was contingently liable under letters of credit issued under its respective revolving lines of credit in the amount of $3.0 million and $5.9 million , respectively, related to projects. In addition, as of December 31, 2018 and 2017 , the Company had outstanding surety bonds on projects of $1.68 billion and $535.5 million , respectively, which includes the bonding line of the acquired ACC Companies, Saiia and William Charles as of the 2018 date. |
Commitments and contingencies_4
Commitments and contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and contingencies | Commitments and Contingencies Capital Leases The Company has obligations, exclusive of associated interest, under various capital leases for equipment totaling $73.9 million and $63.5 million at September 30, 2019 and December 31, 2018 , respectively. Gross property under this capitalized lease agreement at September 30, 2019 and December 31, 2018 , totaled $119.6 million and $76.9 million , less accumulated depreciation of $ 29.3 million and $10.1 million , respectively, for net balances of $ 90.3 million and $66.8 million , respectively. Depreciation of assets held under the capital leases is included in the cost of revenue in the condensed consolidated statements of operations. Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including related party leases. See Note 14. Related Party Transactions . Rent and related expense for operating leases that have non-cancelable terms totaled approximately $4.3 million and $0.5 million for the three months ended September 30, 2019 and 2018 , respectively and $9.5 million and $1.5 million for the nine months ended September 30, 2019 and 2018, respectively. The Company has long-term power-by-the-hour equipment rental agreements,included in non-canceable operating lease expense above, with a construction equipment manufacturer that have a guaranteed minimum monthly hour requirement. The minimum guaranteed amount based on the Company's current operations is $3.2 million per year. Total expense under these agreements was $3.2 million for the nine months ended September 30, 2019. Sale-leaseback Transaction On March 13, 2019, the Company completed a sale-leaseback transaction related to certain assets that were acquired as part of our recent acquisitions of $25.0 million . The payments related to this transaction are over a four year term and have been included as part of the Contractual Maturities table, See Note 9. Debt . | Commitments and Contingencies Capital Leases The Company has obligations, exclusive of associated interest, recognized under various capital leases for equipment totaling $63.5 million and $20.6 million at December 31, 2018 and 2017 , respectively. Gross amounts recognized within property, plant and equipment, net in the consolidated balance sheets under these capital lease agreements at December 31, 2018 and 2017 totaled $76.9 million and $27.0 million , less accumulated depreciation of $10.1 million and $2.8 million , respectively, for net balances of $66.8 million and $24.2 million . Depreciation of assets held under the capital leases is included within cost of revenue in the consolidated statements of operations. The future minimum payments of capital lease obligations are as follows: (in thousands) Capital Leases 2019 $ 21,240 2020 21,367 2021 15,887 2022 10,920 2023 1,783 Thereafter — Future minimum lease payments 71,197 Less: Amount representing interest 7,670 Present value of minimum lease payments 63,527 Less: Current portion of capital lease obligations 17,615 Capital lease obligations, less current portion $ 45,912 Operating Leases In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facility, vehicle and equipment needs, including a related party lease (see Note 15 . Related Parties ). Rent and related expense for operating leases that have non-cancelable terms totaled approximately $6.1 million , $1.6 million and $1.2 million for the years ended December 31, 2018, 2017 and 2016 , respectively. The future minimum payments under non-cancelable operating leases are as follows: (in thousands) Operating Leases 2019 $ 6,674 2020 5,153 2021 3,308 2022 2,390 2023 1,939 Thereafter 14,703 Future minimum lease payments $ 34,167 Deferred Compensation The Company has two deferred compensation plans. The first plan is a supplemental executive retirement plan established in 1993 that covers four specific employees or former employees, whose deferred compensation is determined by the number of service years. Payment of the benefits is to be made for 20 years after employment ends. Two former employees are currently receiving benefits, and two participants are still employees of the Company. The two current employees have both reached the full benefit level, and as a result, the present value of the liability is estimated using the normal retirement method. Payments under this plan for 2018 were $0.1 million . Maximum aggregate payments per year if all participants were retired would be $0.3 million . As of December 31, 2018 and 2017 , the Company had a long-term liability of $3.2 million and $3.3 million , respectively, for the supplemental executive retirement plan. The Company offers a non-qualified deferred compensation plan which is made up of an executive excess plan and an incentive bonus plan. This plan was designed and implemented to enhance employee savings and retirement accumulation on a tax-advantaged basis, beyond the limits of traditional qualified retirement plans. This plan allows employees to: (i) defer annual compensation from multiple sources; (ii) create wealth through tax-deferred investments; (iii) save and invest on a pretax basis to meet accumulation and retirement planning needs; and (iv) utilize a diverse choice of investment options to maximize returns. Executive awards are expensed when vested. Project Management Incentive Payments are expensed when awarded as they are earned through the course of the performance of the project to which they are related. Other incentive payments are expensed when vested as they are considered to be earned by retention. Unrecognized compensation expense for the non-qualified deferred compensation plan at December 31, 2018, 2017 and 2016 was $2.2 million , $1.3 million and $0.2 million , respectively. As of December 31, 2018 and 2017 , the Company had a long-term liability of $3.0 million and $1.7 million , respectively, for deferred compensation to certain current and former employees. Legal Proceedings Sterret Crane v. White Construction and Zurich Insurance v. White Construction . In this matter, Sterret Crane brought a liability claim against White which resulted in a jury verdict on October 23, 2017 finding White liable for $0.6 million in direct damages. Sterett subsequently filed a motion for attorney fees, interest and costs totaling $0.7 million . While White’s appeal of the jury verdict was pending, the parties settled both the liability lawsuit and the declaratory judgment action in an agreement under which White paid $0.6 million in the first quarter of 2018 and Zurich paid $0.3 million for a full release by all parties. Both of the actions have been dismissed with prejudice. NPI Litigation/CCAA Resolution . Pursuant to a settlement agreement entered into with Northland Power, Inc. (“NPI”) on November 22, 2016 by H.B. White in connection with the Companies' Creditors Arrangement Act (the “CCAA”) proceeding of H.B. White, IEA agreed that it or White would pay to NPI or its designee cash in the aggregate amount of 1.0 million Canadian Dollars (“CAD”) if the closing date of a material transaction occurred on or before December 31, 2018. A material transaction was defined as a change in control or a public offering of equity securities. The Merger constituted a change in control on March 26, 2018, and as a result, the Company paid NPI CAD $1.0 million to satisfy such obligation. Carlitos Lopez v. Chicago Transit Authority, Parsons Brinkerhoff, Inc. and, Ragnar Benson, LLC . A lawsuit was filed on January 11, 2019 in the Circuit Court of Cook County, Illinois, alleging claims for personal injury and premises liability arising out of an accident the plaintiff sustained during a construction project. The case was originally filed on March 10, 2014 in the Circuit Court of Cook County, Illinois, subsequently voluntarily dismissed by the plaintiff, and refiled. The plaintiff seeks an unspecified amount of damages in the refiled case. This case is currently in the filing stage. The Company continues to vigorously defend itself; however, the Company cannot predict the outcome of this action. The Company believes it is covered by insurance for this matter. In addition to the foregoing, the Company is involved in a variety of legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. The Company cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. While the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2019 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Three Months Ended Nine Months Ended September 30, September 30, September 30, 2019 December 31, 2018 2019 2018 2019 2018 Company A * 24.1 % * 22.6 % * 20.0 % Company B * 16.7 % * 12.1 % * * Company C * * 11.7 % * * 19.0 % Company D * 11.7 % * * * * * Amount was not above 10% threshold |
Income taxes_2
Income taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income taxes | Income Taxes The Company’s statutory federal tax rate was 21.00% for the periods ended September 30, 2019 and 2018 , respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 12.0% . A small number of states do not impose an income tax. The effective tax rates for the three months ended September 30, 2019 and 2018 were (4.6)% and 13.2% , respectively. The effective tax rates for the nine months ended September 30, 2019 and 2018 were 43.0% and 15.8% , respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from permanent differences related to the revaluation of the contingent liability fair value adjustment and interest accrued for the Series B Preferred Stock, which is not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended September 30, 2019 and 2018 . | Income Taxes The Company is a corporation that is subject to U.S. federal income tax, various state income taxes, Canadian federal taxes and provincial taxes. (Loss) income before income taxes and the related tax (benefit) provision are as follows: Year ended December 31, (in thousands) 2018 2017 2016 (Loss) income before income taxes: U.S operations $ (7,955 ) $ 29,313 $ 54,238 Non-U.S. operations (743 ) 1,075 — Total (loss) income before taxes $ (8,698 ) $ 30,388 $ 54,238 Current (benefit) provision: Federal $ (23 ) $ 313 $ 1,168 State (902 ) 2,099 3,306 Total current (benefit) provision (925 ) 2,412 4,474 Deferred (benefit) provision: Federal (10,399 ) 11,637 (12,775 ) State (1,618 ) (186 ) (1,912 ) Total deferred (benefit) provision (12,017 ) 11,451 (14,687 ) Total (benefit) provision for income taxes $ (12,942 ) $ 13,863 $ (10,213 ) A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate from continuing operations is as follows: Year ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 34.0 % 34.0 % State and local income taxes, net of federal benefits 26.5 3.9 3.4 Permanent items 101.1 3.8 (0.1 ) Change in valuation allowance — (0.1 ) (57.5 ) Rate change (1.0 ) 1.0 — Other 1.2 3.0 1.4 Effective tax rate 148.8 % 45.6 % (18.8 )% Significant differences in the effective tax rate between the years ended December 31, 2018 and 2017 related to the change in the U.S. federal corporate income tax rate as a result of the 2017 Tax Act, the permanent items pertaining to contingent consideration, the Merger and the acquisitions made in 2018, and state taxes. The difference in the effective tax rate between the years ended December 31, 2017 and 2016 (and the negative tax rate in 2016) was driven by the release of a valuation allowance on loss carryforwards in 2016. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial statement purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) as of December 31, 2018 and 2017, respectively, are as follows: December 31, (in thousands) 2018 2017 Deferred tax assets: Allowance for doubtful accounts $ 15 $ 31 Accrued liabilities and deferred compensation 1,999 1,600 Alternative minimum tax credit carryforwards 1,069 1,043 Net operating loss carryforwards 10,701 2,532 Transaction costs 1,695 — Goodwill — 1,239 Section 163(j) interest limitation 2,810 — Other reserves and accruals 436 — Less: valuation allowance — (4 ) Total deferred tax assets 18,725 6,441 Deferred tax liabilities: Property, plant and equipment (5,795 ) (2,977 ) Equipment under capital lease (426 ) (346 ) Intangibles (949 ) (17 ) Goodwill (340 ) — Other — (21 ) Total deferred tax liabilities (7,510 ) (3,361 ) Net deferred tax asset $ 11,215 $ 3,080 The Company assesses the realizability of the deferred tax assets at each balance sheet date based on actual and forecasted operating results in order to determine the proper amount, if any, required for a valuation allowance. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. It is management’s belief that it is more likely than not that the net deferred tax assets related to the Company will be utilized prior to expiration. As of December 31, 2018, the Company had a federal net operating loss carryover of $40.1 million and net operating loss carryovers in certain state tax jurisdictions of approximately $45.6 million , which may be applied against future taxable income. $10.5 million of the federal net operating loss carryover was incurred prior to 2018 and will begin to expire in 2035. The state net operating loss carryovers will begin to expire in 2025. As of December 31, 2018, the Company had total alternative minimum tax credit carryovers of approximately $1.1 million . The Company files income tax returns in U.S. federal, state and certain international jurisdictions. For federal and certain state income tax purposes, the Company’s 2015 through 2017 tax years remain open for examination by the tax authorities under the normal statute of limitations. For certain international income tax purposes, the Company’s 2014 through 2017 tax years remain open for examination by the tax authorities under the normal statute of limitations. The Company classifies interest expense and penalties related to unrecognized tax benefits as components of the income tax provision. There were no such interest or penalties recognized in the consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016, and there were no corresponding accruals as of December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company had not identified any uncertain tax positions for which recognition was required. |
Segments (Notes)
Segments (Notes) | 9 Months Ended |
Sep. 30, 2019 | |
Segments [Abstract] | |
Segment Reporting Disclosure [Text Block] | Segments The Company operated as one reportable segment for 2018 and evaluated the business as a renewable construction company. In late 2018, the Company completed two significant acquisitions that construct projects outside of the renewable market. As of September 30, 2019, we operate our business as two reportable segments: the Renewables segment and the Specialty Civil segment. The 2018 segment presentation has been recast to be consistent to the 2019 segmentation. Each of our reportable segments is comprised of similar business units that specialize in services unique to the respective markets that each segment serves. The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made based on segment revenue. Separate measures of the Company’s assets, including capital expenditures and cash flows by reportable segment are not produced or utilized by management to evaluate segment performance. A substantial portion of the Company’s fixed assets are owned by and accounted for in our equipment department, including operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across our reportable segments. As such, for reporting purposes, total under/over absorption of equipment expenses consisting primarily of depreciation is allocated to the Company's two reportable segments based on segment revenue. The following is a brief description of the Company's reportable segments: The Renewables segment operates throughout the United States and specializes in a range of services that include full EPC project delivery, design, site development, construction, installation and restoration of infrastructure services for the wind and solar industries. The Specialty Civil segment operates throughout the United States and specializes in a range of services that include: • Heavy civil construction services such as high-altitude road and bridge construction, specialty paving, industrial maintenance and other local, state and government projects. • Environmental remediation services such as site development, environmental site closure and outsourced contract mining and coal ash management services. • Rail Infrastructure services such as planning, creation and maintenance of infrastructure projects for major railway and intermodal facilities construction. Segment Revenue Revenue by segment was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 242,654 57.5 % $ 262,477 94.0 % $ 496,863 52.8 % $ 480,362 95.4 % Specialty Civil 179,368 42.5 % 16,802 6.0 % 443,930 47.2 % 23,125 4.6 % Total revenue $ 422,022 100.0 % $ 279,279 100.0 % $ 940,793 100.0 % $ 503,487 100.0 % Segment Gross Profit Gross profit by segment was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 27,469 11.3 % $ 24,822 9.5 % $ 45,806 9.2 % $ 37,578 7.8 % Specialty Civil 25,401 14.2 % 2,186 13.0 % 45,259 10.2 % 3,144 13.6 % Total gross profit $ 52,870 12.5 % $ 27,008 9.7 % $ 91,065 9.7 % $ 40,722 8.1 % |
Related party transactions
Related party transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related party transactions | Related Party Transactions Clinton Lease Agreement On October 20, 2017, the Company enacted a plan to restructure the ownership of a building and land which resulted in the transfer of ownership of such building and land from its consolidated subsidiary, White Construction, LLC, to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Infrastructure and Energy Alternatives, LLC. The lease has been classified as an operating lease with monthly payments through 2038. The Company's rent expense related to the lease during the three months ended September 30, 2019 and 2018, was $178 and $153 , respectively, and for the nine months ended September 30, 2019 and 2018, was $534 and $459 , respectively. On October 30, 2019, Cayman Holdings sold the building to a third party that assumed the future payments and terms of the existing lease. The Company will continue to have rent expense related to the lease but it will no longer be with a related party. Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Contingent Consideration Infrastructure and Energy Alternatives, LLC 100 % Series B-2 Preferred Stock Ares 100 % | Related Parties Credit Support Fees The Company had debt facilities and other obligations under surety bonds and stand-by letters of credit under the old credit facility that were guaranteed by the two funds that had majority ownership in the Seller. The Company paid a fee for those guarantees based on the total amount outstanding. The Company expensed $0.2 million , $1.5 million and $3.0 million related to these fees during the years ended December 31, 2018, 2017 and 2016 , respectively. $0.6 million of the 2016 amount was included within net income from discontinued operations in the consolidated statement of operations. Clinton Lease Agreement On October 20, 2017, the ownership of a building and land was transferred from White to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Seller. White then entered into a lease with Cayman Holdings for use of the building and land. This lease has been classified as an operating lease with monthly payments through 2038. The Company's rent expense related to the lease was $0.7 million and $0.1 million for the years ended December 31, 2018 and 2017, respectively. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Subsequent Event [Abstract] | ||
Subsequent Events [Text Block] | Subsequent Event Third Equity Commitment Agreement On October 29, 2019, the Company entered into the Third Equity Commitment Agreement (the “Third Equity Commitment Agreement”) among the Company, funds managed by Ares Management Corporation (“Ares”) and funds managed by Oaktree Capital Management (“Oaktree”). Pursuant to the Third Equity Commitment Agreement, the Company agreed to issue and sell 80,000 shares of newly designated Series B-3 Preferred Stock (the “Series B-3 Preferred Stock”) and 3,568,750 Warrants for an aggregate purchase price of $80.0 million (the “Initial Closing”). Consummation of the Initial Closing is subject to a number of conditions; however, funding is expected to occur within 12 business days from October 29th. After the Initial Closing, Ares and Oaktree, pursuant to the Third Equity Commitment Agreement are each required, subject to certain conditions, to purchase up to an additional 15,000 shares (collectively 30,000 shares) of Series B-3 Preferred Stock and 515,625 Warrants (collectively 1,031,250 Warrants), resulting in additional proceeds to the Company in an amount of up to $30.0 million , if, by certain agreed upon dates, the Company has not repaid at least an additional $30.0 million under its term loan using excess cash and proceeds from the Rights Offering. Rights Offering Agreement On October 29, 2019, the Company entered into the Rights Offering Agreement (the “Rights Agreement”). Pursuant to the Rights Agreement, assuming all applicable conditions are satisfied, the Company has agreed to conduct a rights offering and to distribute a transferrable right, but not the obligation, to purchase Series B-3 Preferred Stock and warrants to purchase common stock to the holders of the Company’s outstanding common stock other than parties to the Third Equity Commitment Agreement and each of their director designees, the officers of the Company, and any related party of the foregoing (the “Rights Offering”). The Rights Offering will be subject to a maximum participation of 15,000 shares of Series B-3 Preferred Stock being issued, plus warrants at the rate of 5.5 per $160 of Series B-3 Preferred Stock purchased, an individual investment minimum of $50,000 and an individual investment maximum of the greater of the holder's pro rata share of the common stock eligible to participate and $2.25 million . Preferred Stock Exchange Agreement On October 29, 2019, the Company entered into the Preferred Stock Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the holder of our Series A Preferred Stock has agreed to exchange 50% of its total Series A Preferred Stock outstanding into shares of Series B-3 Preferred Stock and Warrants at the Initial Closing. The number of shares of Series B-3 Preferred Stock to be issued in the exchange will be calculated by dividing the stated value (including unpaid accumulated and compounded dividends) of each share of Series A Preferred Stock to be exchanged by a price per share of Series B-3 Preferred Stock of $1,000 . The number of warrants to be issued will be at a rate of 5.5 warrants per $160 of stated value of the Series A Preferred Stock exchanged. | Subsequent Event On March 13, 2019, the Company completed a sale-leaseback transaction related to certain assets that were acquired as part of our recent acquisitions of approximately $25.0 million . |
Business, Basis of Presentati_6
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | The accompanying consolidated financial statements have been prepared in accordance with GAAP. | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed unaudited consolidated financial statements include the accounts of IEA and its wholly-owned direct and indirect domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s 2018 Annual Report on Form 10-K. | The accompanying consolidated financial statements include the accounts of Infrastructure and Energy Alternatives, Inc. and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Services, IEA Management Services, Inc., IEA Constructors, Inc. (f/k/a IEA Renewable, Inc.), White Construction, Inc. (“White”), White Electrical Constructors, Inc., IEA Equipment Management, Inc., White’s wholly-owned subsidiary H.B. White Canada Corp. (“H.B. White”), and from their date of acquisition, CCS and William Charles. All intercompany accounts and transactions are eliminated in consolidation. The Company operates in one reportable segment, providing EPC services. Operations prior to the Merger are the historical operations of IEA Services as discussed in Note 2. Merger, Acquisitions and Discontinued Operations . |
Segment Reporting, Policy [Policy Text Block] | Reportable Segments We segregate our business into two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 13. Segments for a description of the reportable segments and their operations. | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision makers are the chief executive officer and chief financial officer. The Company operates as a single segment and therefore reports its operations as one reportable segment. |
Use of Estimates, Policy [Policy Text Block] | The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of project revenue and profit or loss (which the Company defines as project revenue less project costs of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; accrued self-insurance reserves; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. | The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project cost of revenue), in particular, on construction contracts accounted for under the percentage-of completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; fair value estimates, including those related to acquisitions and contingent consideration; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of September 30, 2019 . The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to revenue, costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Revenue derived from projects billed on a fixed-price basis totaled 98.5% and 99.8% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 94.1% and 97.4% for the nine months ended September 30, 2019 and 2018, respectively. Revenue and related costs for construction contracts billed on a time and materials basis are recognized as the services are rendered. Revenue derived from projects billed on a time and materials basis also accounted for under the percentage of completion method totaled 1.5% and 0.2% of consolidated revenue from operations for the three months ended September 30, 2019 and 2018 , respectively, and totaled 5.9% and 2.6% for the nine months ended September 30, 2019 and 2018 , respectively. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material, and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications, and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying condensed consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying condensed consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These contract balances are generally settled within one year. | Revenue Recognition Revenue under construction contracts is accounted for under the percentage-of-completion method of accounting. Under the percentage-of-completion method, the Company estimates profit as the difference between total estimated revenue and total estimated cost of a contract and recognizes that profit over the contract term based on costs incurred. Contract costs include all direct materials, labor and subcontracted costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, depreciation and the operational costs of capital equipment. The Company also has unit-price contracts that were not significant as of December 31, 2018. The estimation process for revenue recognized under the percentage-of-completion method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined, which could materially affect the Company’s results of operations in the period in which such changes are recognized. Classification of Construction Contract-Related Assets and Liabilities Contract costs include all direct subcontract, material and labor costs, and those indirect costs related to contract performance, such as indirect labor, supplies, tools, insurance, repairs, maintenance, communications and use of Company-owned equipment. Contract revenues are earned and matched with related costs as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts are presented as a current asset in the accompanying consolidated balance sheets, and billings in excess of costs and estimated earnings on uncompleted contracts are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practice, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. These balances are generally settled within one year. For an approved change order which can be reliably estimated as to price, the anticipated revenues and costs associated with the change order are added to the total contract value and total estimated costs of the project, respectively. When costs are incurred for a) an unapproved change order which is probable to be approved or b) an approved change order which cannot be reliably estimated as to price, the total anticipated costs of the change order are added to both the total contract value and total estimated costs for the project. Once a change order becomes approved and reliably estimable, any margin related to the change order is added to the total contract value of the project. The Company actively engages in substantive meetings with its customers to complete the final approval process and generally expects these processes to be completed within a year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. Provisions for losses on uncompleted contracts are made in the period in which such losses become evident. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer and specific discussions, correspondence and/or preliminary negotiations with the customer. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements The effective dates shown in the following pronouncements are based on the Company's current status as an “emerging growth company.” In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance on the recognition of revenue from contracts with customers. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration which the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company has substantially completed its assessment of the potential effects of these ASUs on its consolidated financial statements, business processes, systems and controls. The Company’s assessment included a detailed review of representative contracts at each of the Company’s segments and a comparison of its historical accounting policies and practices to the new standard. Based on the Company’s review of various types of revenue arrangements, the Company expects to recognize revenue and earnings over time utilizing the cost-to-cost measure of progress for its fixed price contracts and other service agreements, consistent with current practice. For these contracts, the cost-to-cost measure of progress best depicts the transfer of control of goods or services to the customer under the new standard. The Company has substantially completed its analysis of the information necessary to enable the preparation of the financial statements and related disclosures under the new standard. As part of this analysis, the Company evaluated its information technology capabilities and systems, and does not expect to incur significant information technology costs to modify systems currently in place. The Company will implement targeted changes to its internal reporting processes to facilitate gathering the data needed for reporting and disclosure under the new standard. The Company will also implement updates to its control processes and procedures, as necessary, based on changes resulting from the new standard. The Company does not expect any such updates to materially affect the Company’s internal controls over financial reporting. The Company anticipates adopting the standard using the modified retrospective transition approach. Under this approach, the new standard would apply to all new contracts initiated on or after January 1, 2019. For existing contracts that have remaining obligations as of January 1, 2019, any difference between the recognition criteria in these ASUs and the Company’s current revenue recognition practices would be recognized using a cumulative effect adjustment to the opening balance of retained earnings. Any potential effect of adoption of these ASUs has not yet been quantified; however, the Company anticipates the adoption will have an impact on both the amount and timing of revenue recognition related to unapproved change orders. The Company is training its impacted employees in business segments for the implementation of the new standard, and continues developing the disclosures required by the new standard. The Company is also reviewing certain contracts entered into by its business segments subsequent to its initial assessment that are expected to have performance obligations remaining as of January 1, 2019 for any cumulative effect adjustments that may be required upon adoption. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 required entities to adopt the new leases standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10. Commitments and Contingencies for additional information about our leases. The Company will early adopt the standard and it will be effective for our fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. The Company is in the process of implementing leasing software to assist in the integration of the future standard. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) , Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per ASU 2018-13 are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact these changes will have on its disclosure requirements for fair value measurement. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures. | Recently Adopted Accounting Standards - Guidance Adopted in 2018 In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. This ASU, which the Company adopted early (based on its “emerging growth company” status) as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 eliminates the diversity in practice related to the classification of certain cash receipts and payments for debt prepayment or extinguishment costs, the maturing of a zero-coupon bond, the settlement of contingent liabilities arising from a business combination, proceeds from insurance settlements, distributions from certain equity method investees and beneficial interests obtained in a financial asset securitization. ASU 2016-15 designates the appropriate cash flow classification, including requirements to allocate certain components of these cash receipts and payments among operating, investing and financing activities, and is required to be applied retrospectively. This ASU, which the Company adopted early (based on its “emerging growth company” status) as of January 1, 2018, did not have a material effect on the Company’s consolidated statements of cash flows. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Accounting for Goodwill Impairment . ASU 2017-04 removes the second step of the two-step goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The standard must be applied on a prospective basis. This ASU, which the Company adopted early as of January 1, 2018, did not have a material effect on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805), Clarifying the Definition of a Business , which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers . The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. The amendments should be applied prospectively on or after the effective dates. Accordingly, the Company’s early adoption of this ASU (based on its “emerging growth company” status) as of January 1, 2018 did not have an impact on the Company’s historical financial statements. Based on the Company’s evaluation of the new guidance, the Company determined that its acquisition of CCS and its acquisition of William Charles both qualify to be accounted for as business combinations. See Note 2 . Merger, Acquisitions and Discontinued Operations for further discussion of these acquisitions. In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 . This ASU was effective upon issuance and added seven paragraphs to ASC 740, Income Taxes , that contain Securities and Exchange Commission (“SEC”) guidance related to the application of GAAP when preparing an initial accounting of the income tax effects of the 2017 Tax Act which, among other things, allows for a measurement period not to exceed one year for companies to finalize the provisional amounts recorded as of December 31, 2017. Accordingly, the Company finalized its initial accounting of the income tax effects of the 2017 Tax Act during the year ended December 31, 2018, with no adjustments to the provisional amounts initially recognized as of December 31, 2017. Recently Issued Accounting Standards Not Yet Adopted In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which replaces most existing revenue recognition guidance in GAAP. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. To achieve this core principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. The guidance addresses several areas including transfer of control, contracts with multiple performance obligations and costs to obtain and fulfill contracts. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. In August 2015, the FASB issued additional guidance deferring the effective date for one year while allowing entities the option to adopt one year early. For public companies, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that annual reporting period. For as long as the Company remains an “emerging growth company,” the guidance will be effective for its fiscal year 2019 annual financial statements and for interim periods beginning in fiscal year 2020. Under the guidance, there are two acceptable adoption methods: (i) full retrospective adoption to each prior reporting period presented with the option to elect certain practical expedients; or (ii) modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. The Company continues to evaluate the impact the adoption of this new standard will have on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which is effective for annual reporting periods beginning after December 15, 2018. Under ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 requires entities to adopt the new lease standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements. During July 2018, the FASB issued ASU 2018-11, which allows for an additional and optional transition method under which an entity would record a cumulative-effect adjustment at the beginning of the period of adoption. See Note 10 . Commitments and Contingencies for additional information about the Company's leases. For as long as the Company remains an “emerging growth company,” the new guidance will be effective for its fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2020. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. This ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per this ASU are required to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact these changes will have on its disclosure requirements for fair value measurement. Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the Company's consolidated financial statements and related disclosures. |
Acquisitions Business Combinati
Acquisitions Business Combination, Assets Acquired and Liabilities Assumed (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the acquisition dates at fair value. The values for CCS were finalized as of June 30, 2019 and finalized for William Charles as of September 30, 2019. Identifiable assets acquired and liabilities assumed (in thousands) CCS William Charles Cash $ 6,413 $ 6,641 Accounts Receivable 58,041 69,740 Costs and estimated earnings in excess of billings on uncompleted contracts 9,512 16,095 Other current assets 1,813 7,999 Property, plant and equipment 59,952 47,899 Intangible assets: Customer relationships 19,500 7,000 Backlog 8,400 5,500 Tradename 8,900 4,500 Deferred income taxes (2,361 ) — Other non-current assets 134 75 Accounts payable and accrued liabilities (25,219 ) (60,962 ) Billings in excess of costs and estimated earnings on uncompleted contracts (14,194 ) (14,810 ) Debt, less current portion (52,257 ) (15,672 ) Capital lease obligations (1,124 ) — Other liabilities (704 ) (907 ) Total identifiable assets 76,806 73,098 Goodwill 29,773 4,581 Total purchase consideration $ 106,579 $ 77,679 * - There were no measurement period adjustments for the quarter ended September 30, 2019. | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table provides the supplemental unaudited actual and pro forma total revenue and net income of the combined entity had the acquisition date of CCS and William Charles been the first day of our fiscal year 2018: Three months ended September 30, Nine months ended September 30, (in thousands) Actual 2019 Pro forma 2018 Actual 2019 Pro forma 2018 Revenue 422,022 446,557 940,793 948,543 Net income (loss) 12,609 6,016 (4,072 ) (15,448 ) Net income (loss) per common share: Basic earnings per share 0.37 0.25 (1.44 ) (0.77 ) Diluted earnings per share 0.24 0.24 (1.44 ) (0.77 ) The amounts in the supplemental unaudited pro forma 2018 results apply the Company's accounting policies and reflect certain adjustments to, among other things, (i) exclude the impact of transaction costs incurred in connection with the acquisitions, (ii) include additional depreciation and amortization that would have been charged assuming the same fair value adjustments to property, plant and equipment and acquired intangibles had been applied on January 1, 2018, and (iii) include additional interest expense that would have been incurred assuming the incremental borrowings the Company incurred to finance the acquisitions had been outstanding on January 1, 2018. Accordingly, these supplemental unaudited pro forma results have been prepared for comparative purposes only and are not intended to be indicative of the results of operations that would have occurred had the acquisitions actually occurred in the prior year period or indicative of the results of operations for any future period. These results do not include any potential operating efficiencies and cost savings. The following table summarizes the results of operations included in the Company's condensed consolidated statement of operations for CCS and William Charles from their respective dates of acquisition. (in thousands) Three months ended September 30, 2019 Nine months ended September 30, 2019 CCS William Charles CCS William Charles Revenue 81,248 84,033 211,117 198,879 Net income (loss) 2,707 7,308 616 7,359 Three months ended September 30, 2018 Nine months ended September 30, 2018 CCS William Charles CCS William Charles Revenue 5,600 — 5,600 — Net income (loss) — — — — | The following table summarizes the results of operations included in the Company's consolidated statement of operations for CCS and William Charles from their respective date of acquisition to December 31, 2018 . Year Ended December 31, 2018 (in thousands) CCS William Charles Revenue $ 76,029 $ 49,607 Net (loss) income (613 ) 2,256 The following table provides the supplemental unaudited pro forma total revenue and net (loss) income of the Company had the acquisition date of CCS and William Charles been the first day of IEA's fiscal 2017. Year Ended December 31, Unaudited pro forma data (in thousands, except per share data) 2018 2017 Revenue $ 1,257,616 $ 997,018 Net (loss) income (840 ) 5,792 Net (loss) income per common share - basic and diluted (2.25 ) 0.27 |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Schedule of basic and diluted EPS | The calculations of basic and diluted EPS, are as follows ($ in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Numerator: Net income (loss) 12,609 5,736 (4,072 ) (6,741 ) Less: Convertible Preferred Stock dividends (759 ) (524 ) (2,202 ) (1,072 ) Less: Contingent consideration fair value adjustment (see Note 8) (4,247 ) — (23,082 ) — Net income (loss) available to common stockholders 7,603 5,212 (29,356 ) (7,813 ) Denominator: Weighted average common shares outstanding - basic (1) 20,446,811 21,577,650 20,425,801 21,577,650 Series B Preferred - Warrants 2,845,840 — — — Convertible Series A Preferred Stock 11,486,534 3,522,438 — — Restricted stock units 640,247 — — — Weighted average shares for diluted computation 35,419,432 25,100,088 20,425,801 21,577,650 Anti-dilutive: (2)(3) Convertible Series A Preferred — — 8,968,856 2,832,765 Series B Preferred - Warrants at closing — — 1,325,779 — RSUs — — 542,421 — Basic EPS 0.37 0.24 (1.44 ) (0.36 ) Diluted EPS 0.24 0.23 (1.44 ) (0.36 ) (1) The contingent earn-out shares were not included at September 30, 2019 and were removed from September 30, 2018, respectively. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at September 30, 2019 and 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 646,405 of vested and unvested Options and 817,817 of unvested RSUs were also not potentially dilutive as of September 30, 2019 as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period. (3) The 1.8 million unvested earnout shares were not included at September 30, 2019 due to the exercise price being greater than the average market price of the common stock during the period. | The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2018 2017 2016 Numerator: Net income from continuing operations $ 4,244 $ 16,525 $ 64,451 Less: Convertible preferred share dividends (1,597 ) — — Less: Contingent consideration fair value adjustment (46,291 ) — — Net (loss) income from continuing operations available to common stockholders (43,644 ) 16,525 64,451 Net income from discontinued operations available to common stockholders — — 1,087 Net (loss) income available to common stockholders $ (43,644 ) $ 16,525 $ 65,538 Denominator: Weighted average common shares outstanding - basic and diluted (1) 21,665,965 21,577,650 21,577,650 Anti-dilutive: (2) Convertible preferred shares 3,100,085 — — RSUs 59,445 — — Net (loss) income from continuing operations per common share - basic and diluted $ (2.01 ) $ 0.77 $ 2.99 Net income from discontinued operations per common share - basic and diluted — — 0.05 Net (loss) income per common share - basic and diluted $ (2.01 ) $ 0.77 $ 3.04 ——— (1) The contingent earn-out shares were not included at December 31, 2018. See Note 8 . Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive as of December 31, 2018. (2) Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were outstanding at December 31, 2018 but were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. 713,260 of unvested Options and 187,026 of unvested RSUs were also not potentially dilutive as of December 31, 2018 as the respective exercise price or average stock price required for vesting of such award was greater than the average market price of the common stock during the period. |
Accounts receivable, net of a_2
Accounts receivable, net of allowance (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Receivables [Abstract] | ||
Schedule of accounts receivable and allowance for doubtful accounts | The following table provides details of accounts receivable, net of allowance as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Contract receivables $ 168,413 $ 161,408 Contract retainage 76,103 64,000 Accounts receivable, gross 244,516 225,408 Less: allowance for doubtful accounts (51 ) (42 ) Accounts receivable, net $ 244,465 $ 225,366 Included in costs in excess of billings as of September 30, 2019 are unapproved change orders of approximately $21.0 million for which the Company is pursuing settlement through dispute resolution. Activity in the allowance for doubtful accounts for the periods indicated is as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 102 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 90 — Less: write-offs, net of recoveries (81 ) — (81 ) — Allowance for doubtful accounts at period end $ 51 $ 216 $ 51 $ 216 | The following table provides details of accounts receivable, net of the allowance for doubtful accounts, as of the dates indicated: December 31, (in thousands) 2018 2017 Contract receivables $ 161,408 $ 44,696 Contract retainage 64,000 16,501 Accounts receivable, gross 225,408 61,197 Less: allowance for doubtful accounts (42 ) (216 ) Accounts receivable, net $ 225,366 $ 60,981 Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2018 2017 2016 Allowance for doubtful accounts at beginning of period $ 216 $ 135 $ 12,077 Plus: provision for (reduction in) allowance (174 ) 81 (10,534 ) Less: write-offs, net of recoveries — — (1,408 ) Allowance for doubtful accounts at period-end $ 42 $ 216 $ 135 |
Contracts in progress (Tables_2
Contracts in progress (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Contractors [Abstract] | ||
Costs in excess of billings and billings in excess of costs | Contracts in progress were as follows as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,189,496 $ 935,820 Estimated earnings on contracts in progress 111,451 76,883 Revenue on contracts in progress 1,300,947 1,012,703 Less: billings on contracts in progress (1,263,221 ) (1,027,816 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) The above amounts have been included in the accompanying condensed consolidated balance sheets under the following captions (in thousands): September 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 109,540 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (71,814 ) (62,234 ) Net underbillings (overbillings) $ 37,726 $ (15,113 ) | Contracts in progress were as follows as of the dates indicated: December 31, (in thousands) 2018 2017 Costs on contracts in progress $ 935,820 $ 861,050 Estimated earnings on contracts in progress 76,883 131,997 Revenue on contracts in progress 1,012,703 993,047 Less: billings on contracts in progress (1,027,816 ) (981,832 ) Net (over) under billings $ (15,113 ) $ 11,215 The above amounts have been included in the consolidated balance sheets under the following captions: December 31, (in thousands) 2018 2017 Costs and estimated earnings in excess of billings on uncompleted contracts $ 47,121 $ 18,613 Billings in excess of costs and estimated earnings on uncompleted contracts (62,234 ) (7,398 ) Net (over) under billings $ (15,113 ) $ 11,215 |
Property, plant and equipment_5
Property, plant and equipment, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of property plant and equipment | Property, plant and equipment, net consisted of the following (in thousands): September 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,812 $ 4,614 Land 17,600 19,394 Construction equipment 178,239 175,298 Office equipment, furniture and fixtures 3,449 2,994 Vehicles 5,985 4,991 208,085 207,291 Accumulated depreciation (56,301 ) (31,113 ) Property, plant and equipment, net $ 151,784 $ 176,178 | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years Property, plant and equipment, net consisted of the following as of the dates indicated: December 31, (in thousands) 2018 2017 Buildings and leasehold improvements $ 4,614 $ 416 Land 19,394 — Construction equipment 175,298 46,404 Office equipment, furniture and fixtures 2,994 1,451 Vehicles 4,991 404 Total property, plant and equipment 207,291 48,675 Accumulated depreciation (31,113 ) (17,770 ) Property, plant and equipment, net $ 176,178 $ 30,905 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets, Net [Abstract] | ||
Components of and changes in carrying amount of goodwill [Table Text Block] | The following table provides the changes in the carrying amount of goodwill for 2019 and 2018: (in thousands) Goodwill January 1, 2018 (Renewables Segment) $ 3,020 Acquisitions (Specialty Civil Segment) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil Segment) (2,884 ) September 30, 2019 $ 37,373 | The following table provides the changes in the carrying amount of goodwill for 2018 and 2017: (in thousands) Goodwill January 1, 2017 $ 3,020 Other adjustments — December 31, 2017 3,020 Acquisitions 37,237 December 31, 2018 $ 40,257 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets, net consisted of the following as of the dates indicated: September 30, 2019 December 31, 2018 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Customer relationships $ 26,500 $ (3,749 ) $ 22,751 6 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (2,635 ) 10,765 4 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (6,791 ) 7,109 1 year 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (13,175 ) $ 40,625 $ 53,800 $ (2,926 ) $ 50,874 | Intangible assets, net consisted of the following as of the dates indicated: December 31, 2018 December 31, 2017 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 27,000 $ (814 ) $ 26,186 7 years $ — $ — $ — — Trade names 13,400 (575 ) 12,825 5 years 820 (751 ) 69 1 year Backlog 13,400 (1,537 ) 11,863 2 years — — — — $ 53,800 $ (2,926 ) $ 50,874 $ 820 $ (751 ) $ 69 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2019 through 2023: (in thousands) Remainder of 2019 2020 2021 2022 2023 Amortization expense $ 3,354 $ 11,837 $ 6,466 $ 6,466 $ 5,841 | The following table provides the annual intangible amortization expense expected to be recognized for the years 2019 through 2023 : (in thousands) 2019 2020 2021 2022 2023 Amortization expense $ 13,394 $ 11,700 $ 6,537 $ 6,537 $ 5,912 |
Fair value of financial instr_8
Fair value of financial instruments (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value of liabilities measured on recurring basis | The following table sets forth information regarding the Company's assets measured at fair value on a recurring basis (in thousands): Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of December 31, 2018 Contingent consideration 23,082 — — 23,082 Fair Value Measurements at Reporting Date Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities as of September 30, 2019 Contingent consideration — — — — Series B-1 Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B-1 Preferred Stock - Additional 6% Warrants 400 — — 400 | The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2018 December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Contingent consideration $ — $ — $ 23,082 $ 23,082 $ — $ — $ — $ — |
Schedule of reconciliation of fair value unobservable liabilities measured on recurring basis | The following is a reconciliation of the beginning and ending balances for the periods indicated of recurring fair value measurements using Level 3 inputs (in thousands): Contingent Consideration Series B Preferred - Series A Conversion Warrants Series B Preferred - Additional 6% Warrants Beginning Balance, December 31, 2018 23,082 $ — $ — Preferred Series B-1 Stock - Additional Warrants — 4,200 400 Fair value adjustment (23,082 ) — — Ending Balance, September 30, 2019 — 4,200 400 | The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the year ended December 31, 2018. There were no changes in such balances for the year ended December 31, 2017. (in thousands) Level 3 Beginning Balance, December 31, 2017 $ — Contingent consideration issued during Merger 69,373 Fair value adjustment - (gain) recognized in other income (46,291 ) Ending Balance, December 31, 2018 $ 23,082 |
Schedule of liabilities measured at fair value on a non-recurring basis | The following table sets forth information regarding the Company's assets measured at fair value on a non-recurring basis (in thousands): Fair Value Measurements Amount recorded on balance sheet Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Liabilities: Series B-1 and Series B-2 Preferred Stock 81,300 — — 81,300 Equity: Series B-1 Preferred Stock - Warrants at closing 14,100 — — 14,100 |
Debt (Tables)_2
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Schedule of debt | Debt consists of the following obligations as of: September 30, 2019 December 31, 2018 Term loan 277,688 300,000 Line of credit — 46,500 Commercial equipment notes 3,820 5,341 Total principal due for long-term debt 281,508 351,841 Unamortized debt discount and issuance costs (23,783 ) (23,534 ) Less: Current portion of long-term debt (31,119 ) (32,580 ) Long-term debt, less current portion 226,606 295,727 Debt - Series B Preferred Stock (1) 104,135 — Unamortized debt discount and issuance costs (27,369 ) — Long-term Series B Preferred Stock 76,766 — | Debt consists of the following obligations as of: December 31, (in thousands) 2018 2017 Line of credit - short-term $ — $ 33,674 Term loan $ 300,000 $ — Line of credit 46,500 — Commercial equipment notes 5,341 — Total principal due for long-term debt 351,841 — Unamortized debt discount and issuance costs (23,534 ) — Less: Current portion of long-term debt (32,580 ) — Long-term debt, less current portion $ 295,727 $ — |
Contractual maturities of debt and capital lease obligations | Contractual Maturities Contractual maturities of the Company's debt and capital lease (see Note 10. Commitments and Contingencies) obligations as of September 30, 2019 (in thousands): Remainder of 2019 $ 13,965 2020 55,988 2021 51,826 2022 47,276 2023 32,905 Thereafter 257,591 Total contractual obligations $ 459,551 | Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2018 are as follows: (in thousands) Maturities 2019 $ 32,580 2020 31,518 2021 30,761 2022 30,369 2023 76,575 Thereafter 150,038 Total $ 351,841 |
Concentrations (Tables)
Concentrations (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | ||
Schedule of revenue and accounts receivable concentrations, net of allowances | The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Three Months Ended Nine Months Ended September 30, September 30, September 30, 2019 December 31, 2018 2019 2018 2019 2018 Company A * 24.1 % * 22.6 % * 20.0 % Company B * 16.7 % * 12.1 % * * Company C * * 11.7 % * * 19.0 % Company D * 11.7 % * * * * * Amount was not above 10% threshold | The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Year Ended December 31, December 31, 2018 2017 2016 2018 2017 Interstate Power and Light Company 21.0 % * * 20.0 % * Union Pacific Railroad * * * 19.0 % * Trishe Wind Ohio, LLC * * * * 17.0 % Thunder Ranch Wind Project, LLC * 21.0 % * * 15.0 % Twin Forks Wind Farm, LLC * 11.0 % * * * Bruenning's Breeze Wind Farm, LLC * 11.0 % * * * EDF Renewable Development, Inc. * 14.0 % 11.0 % * 11.0 % Cimarron Bend Wind Project, LLC * * 17.0 % * * Osborn Wind Energy, LLC * * 11.0 % * * ——— * Amount was not above 10% threshold. |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Segment Revenue Revenue by segment was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 242,654 57.5 % $ 262,477 94.0 % $ 496,863 52.8 % $ 480,362 95.4 % Specialty Civil 179,368 42.5 % 16,802 6.0 % 443,930 47.2 % 23,125 4.6 % Total revenue $ 422,022 100.0 % $ 279,279 100.0 % $ 940,793 100.0 % $ 503,487 100.0 % |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | Segment Gross Profit Gross profit by segment was as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2019 2018 2019 2018 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 27,469 11.3 % $ 24,822 9.5 % $ 45,806 9.2 % $ 37,578 7.8 % Specialty Civil 25,401 14.2 % 2,186 13.0 % 45,259 10.2 % 3,144 13.6 % Total gross profit $ 52,870 12.5 % $ 27,008 9.7 % $ 91,065 9.7 % $ 40,722 8.1 % |
Related party transactions (Tab
Related party transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of related party shareholders | Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Contingent Consideration Infrastructure and Energy Alternatives, LLC 100 % Series B-2 Preferred Stock Ares 100 % |
Business, Basis of Presentati_7
Business, Basis of Presentation and Significant Accounting Policies (Details) - Product Concentration Risk [Member] - 2019 | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fixed-price Contract [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration Risk, Percentage | 98.50% | 99.80% | 94.10% | 97.40% | 96.20% | 97.80% | 90.40% |
Time-and-materials Contract [Member] | |||||||
Concentration Risk [Line Items] | |||||||
Concentration Risk, Percentage | 1.50% | 0.20% | 5.90% | 2.60% | 3.80% | 2.20% | 9.60% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 25, 2018 |
Business Acquisition [Line Items] | |||||
Merger consideration paid | $ 166,690 | $ 0 | $ 0 | ||
CCS [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase consideration for CCS | $ 106,600 | ||||
William Charles [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration for William Charles | $ 77,700 | ||||
Merger consideration paid | 73,200 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 4,500 | ||||
Number of shares issued as consideration (in shares) | 477,621 | ||||
Business Acquisition, Share Price | $ 9.45 |
Acquisitions Acquisition of CCS
Acquisitions Acquisition of CCS and WC (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 02, 2018 | Sep. 25, 2018 | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 37,373 | $ 37,373 | $ 40,257 | $ 3,020 | $ 3,020 | ||||||||
Revenue | 422,022 | $ 279,279 | 940,793 | $ 503,487 | 779,343 | 454,949 | 602,665 | ||||||
Net loss | 12,609 | $ 6,208 | $ (22,889) | 5,736 | $ 4,915 | $ (17,392) | (4,072) | (6,741) | 4,244 | 16,525 | $ 65,538 | ||
Business Acquisition, Pro Forma Revenue | 422,022 | 446,557 | 940,793 | 948,543 | 1,257,616 | 997,018 | |||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 12,609 | $ 6,016 | $ (4,072) | $ (15,448) | $ (840) | $ 5,792 | |||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.37 | $ 0.25 | $ (1.44) | $ (0.77) | |||||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.24 | $ 0.24 | $ (1.44) | $ (0.77) | |||||||||
CCS [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 6,413 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 58,041 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Costs and Estimated Earnings in Excess of Billings | 9,512 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,813 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 59,952 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Customer Relationships | 19,500 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangibles Backlog | 8,400 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangibles Tradename | 8,900 | ||||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | (2,361) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 134 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Accrued | (25,219) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Billings in excess of costs and estimated earnings on contracts | (14,194) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (52,257) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation | (1,124) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | (704) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 76,806 | ||||||||||||
Goodwill | 29,773 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 106,579 | ||||||||||||
Goodwill, Nondeductible Portion, Amount | $ 2,900 | $ 2,900 | |||||||||||
Revenue | 81,248 | $ 5,600 | 211,117 | $ 5,600 | |||||||||
Net loss | 2,707 | 0 | 616 | 0 | |||||||||
William Charles [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 6,641 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 69,740 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Costs and Estimated Earnings in Excess of Billings | 16,095 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 7,999 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 47,899 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Customer Relationships | 7,000 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangibles Backlog | 5,500 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangibles Tradename | 4,500 | ||||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 0 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 75 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Accounts Payable and Accrued | (60,962) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Billings in excess of costs and estimated earnings on contracts | (14,810) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (15,672) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation | 0 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities | (907) | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 73,098 | ||||||||||||
Goodwill | 4,581 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 77,679 | ||||||||||||
Revenue | 84,033 | 0 | 198,879 | 0 | |||||||||
Net loss | $ 7,308 | $ 0 | $ 7,359 | $ 0 |
Earnings per share - Basic and
Earnings per share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Numerator: | |||||||||||||
Net income (loss) | $ 12,609 | $ 6,208 | $ (22,889) | $ 5,736 | $ 4,915 | $ (17,392) | $ (4,072) | $ (6,741) | $ 4,244 | $ 16,525 | $ 65,538 | ||
Less: Convertible Preferred Stock dividends | (759) | (524) | (2,202) | (1,072) | (1,597) | 0 | 0 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (4,247) | 0 | (23,082) | 0 | (46,291) | 0 | 0 | ||||||
Net income (loss) available to common stockholders | $ 7,603 | $ 5,212 | $ (29,356) | $ (7,813) | $ (43,644) | $ 16,525 | $ 65,538 | ||||||
Denominator: | |||||||||||||
Weighted Average Number of Shares Outstanding, Basic | 21,577,650 | 19,210,000 | 20,446,811 | 21,577,650 | 20,425,801 | 21,577,650 | |||||||
Weighted Average Number of Shares Outstanding, Diluted | 35,419,432 | 25,100,088 | 20,425,801 | 21,577,650 | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 11,486,534 | 3,522,438 | 8,968,856 | 2,832,765 | 3,100,085 | 0 | 0 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 2,845,840 | 1,325,779 | 0 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 640,247 | 542,421 | 0 | 59,445 | 0 | 0 | |||||||
Entity Common Stock, Shares Outstanding | 22,300,000 | 22,300,000 | |||||||||||
Basic EPS (in dollars per share) | $ 0.37 | $ 0.24 | $ (1.44) | $ (0.36) | |||||||||
Diluted EPS (in dollars per share) | 0.24 | $ 0.23 | $ (1.44) | $ (0.36) | |||||||||
Warrant [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 8,480,000 | 8,480,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | $ 11.50 | ||||||||||
Employee Stock Option [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 646,000 | 713,260 | |||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 818,000 | 187,026 | |||||||||||
Performance Shares [Member] | |||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||
Earnout Shares removed from outstanding shares | 1,800,000 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2019 | May 20, 2019 | Mar. 26, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||||
stock price reduction on contingent consideration | 80.00% | 80.00% | ||||||||
Preferred stock, shares issued (in shares) | 34,965 | 34,965 | 34,965 | 0 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Total consideration for shares issued at the closing of the Merger | $ 34,965 | $ 34,965 | $ 34,965 | $ 0 | ||||||
Preferred Stock, Dividends, Declared | 525 | 0 | $ 0 | |||||||
SeriesB Preferred Shares to be Issued in Equity Agreement | 100,000 | 100,000 | ||||||||
Preferred Stock Dividends, Income Statement Impact | $ 759 | $ 524 | $ 2,202 | $ 1,072 | 1,597 | 0 | 0 | |||
Share-based compensation expense | 1,100 | $ 500 | 2,812 | $ 500 | 1,072 | $ 53 | $ 161 | |||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares issued (in shares) | 34,965 | |||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | |||||||||
Total consideration for shares issued at the closing of the Merger | $ 35,000 | $ 37,700 | 37,700 | |||||||
Preferred stock, dividend rate before deleveraging | 6.00% | |||||||||
18 month anniversary date | 18 months | |||||||||
Preferred stock, dividend rate thereafter | 10.00% | |||||||||
Default Rate for Uncured Dividends | 2.00% | |||||||||
Preferred Stock Paid In Kind Dividend Rate | 8.00% | |||||||||
Series A Preferred PIK Dividend Rate 18 mos | 12.00% | |||||||||
Preferred Stock, Dividends, Declared | $ 2,727 | |||||||||
Dividends Payable | $ 1,600 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 | $ 1,000 | |||||||
Preferred stock, dividend rate before deleveraging | 15.00% | |||||||||
Preferred Stock Paid In Kind Dividend Rate | 18.00% | |||||||||
Series B Cash Dividend Rate after Deleveraging | 13.50% | |||||||||
Series B PIK Dividend Rate after Deleveraging | 15.00% | |||||||||
Deleveraging Dollar Amount Used to Pay Debt | $ 50,000 | |||||||||
Ratio Net Leverage Ratio for Deleveraging Event | 1.50 | 1.50 | 1.50 | |||||||
Dividends Payable | $ 4,100 | $ 4,100 | ||||||||
Series B-2 Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend rate before deleveraging | 15.00% | |||||||||
Series B Cash Dividend Rate after Deleveraging | 13.50% | |||||||||
Ratio Net Leverage Ratio for Deleveraging Event | 1.50 | |||||||||
Dividend Rate after 1.5:1.0 leverage | 12.00% |
Accounts receivable, net of a_3
Accounts receivable, net of allowance - Accounts receivable, net of allowance (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | $ 244,516 | $ 225,408 | $ 61,197 | |||||
Less: allowance for doubtful accounts | (51) | $ (102) | (42) | $ (216) | $ (216) | (216) | $ (135) | $ (12,077) |
Accounts receivable, net | 244,465 | 225,366 | 60,981 | |||||
Contract receivables | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | 168,413 | 161,408 | 44,696 | |||||
Contract retainage | ||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||||
Accounts receivable, gross | $ 76,103 | $ 64,000 | $ 16,501 |
Accounts receivable, net of a_4
Accounts receivable, net of allowance - Activity in the allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||
Allowance for doubtful accounts at beginning of period | $ 102 | $ 216 | $ 42 | $ 216 | $ 216 | $ 135 | $ 12,077 |
Plus: provision for allowances | (30) | 0 | (90) | 0 | 0 | 0 | (1,408) |
Provision for Doubtful Accounts | 81 | 0 | 81 | 0 | 174 | (81) | 10,534 |
Allowance for doubtful accounts at period end | 51 | $ 216 | 51 | $ 216 | 42 | $ 216 | $ 135 |
One Customer | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Contracts Receivable, Claims and Uncertain Amounts | $ 21,000 | $ 21,000 | $ 9,200 |
Contracts in progress - Costs_2
Contracts in progress - Costs in excess of billings and billings in excess of costs (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Contractors [Abstract] | |||
Costs on contracts in progress | $ 1,189,496 | $ 935,820 | $ 861,050 |
Estimated earnings on contracts in progress | 111,451 | 76,883 | 131,997 |
Costs on contracts and estimated earnings on contracts in progress | 1,300,947 | 1,012,703 | 993,047 |
Less: billings on contracts in progress | (1,263,221) | (1,027,816) | (981,832) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 109,540 | 47,121 | 18,613 |
Billings in excess of costs and earnings on uncompleted contracts | (71,814) | (62,234) | (7,398) |
Net underbillings (overbillings) | 37,726 | (15,113) | 11,215 |
Provision for Loss on Contracts | 100 | 1,400 | $ 0 |
Gross amount of unresolved change orders and claims | $ 69,900 | $ 45,000 |
Property, plant and equipment_6
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 208,085 | $ 208,085 | $ 207,291 | $ 48,675 | |||
Accumulated depreciation | (56,301) | (56,301) | (31,113) | (17,770) | |||
Property, plant and equipment, net | 151,784 | 151,784 | 176,178 | 30,905 | |||
Depreciation expense | 9,219 | $ 2,471 | 26,125 | $ 6,388 | 13,700 | 5,000 | $ 3,300 |
Buildings and leasehold improvements | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 2,812 | 2,812 | 4,614 | 416 | |||
Land [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 17,600 | 17,600 | 19,394 | 0 | |||
Construction equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 178,239 | 178,239 | 175,298 | ||||
Office equipment, furniture and fixtures | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | 3,449 | 3,449 | 2,994 | 1,451 | |||
Vehicles | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Property, plant and equipment, gross | $ 5,985 | $ 5,985 | $ 4,991 | $ 404 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||||||
Goodwill, Beginning Balance | $ 40,257 | $ 3,020 | $ 3,020 | $ 3,020 | |||
Goodwill, Acquired During Period | 37,237 | 0 | |||||
Goodwill, Purchase Accounting Adjustments | (2,884) | ||||||
Goodwill, Ending Balance | $ 37,373 | 37,373 | 40,257 | 3,020 | $ 3,020 | ||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 53,800 | 53,800 | 53,800 | 820 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (13,175) | (13,175) | (2,926) | (751) | |||
Finite-Lived Intangible Assets, Net | 40,625 | 40,625 | 50,874 | 69 | |||
Amortization of Intangible Assets | 3,400 | $ 100 | 10,300 | $ 200 | 3,000 | 100 | $ 100 |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 3,354 | 3,354 | |||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 11,837 | 11,837 | 11,700 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 6,466 | 6,466 | 6,537 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 6,466 | 6,466 | 6,537 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 5,841 | 5,841 | 5,912 | ||||
Customer Relationships [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 26,500 | 26,500 | 27,000 | 0 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,749) | (3,749) | (814) | 0 | |||
Finite-Lived Intangible Assets, Net | 22,751 | $ 22,751 | $ 26,186 | 0 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | 7 years | |||||
Trade Names [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 13,400 | $ 13,400 | $ 13,400 | 820 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (2,635) | (2,635) | (575) | (751) | |||
Finite-Lived Intangible Assets, Net | 10,765 | $ 10,765 | $ 12,825 | $ 69 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years | 5 years | 1 year | ||||
Order or Production Backlog [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Finite-Lived Intangible Assets, Gross | 13,900 | $ 13,900 | $ 13,400 | $ 0 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (6,791) | (6,791) | (1,537) | 0 | |||
Finite-Lived Intangible Assets, Net | $ 7,109 | $ 7,109 | $ 11,863 | $ 0 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | 2 years |
Fair value of financial instr_9
Fair value of financial instruments - Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 0 | $ 23,082 | $ 0 |
Fair value on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 23,082 | ||
Fair value on a recurring basis | Business Combination, Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Series B Preferred - Series A Conversion Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Series B Preferred Stock - Series A Conversion Warrants | 4,200 | ||
Fair value on a recurring basis | Series B Preferred - Additional 6% Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Series B Preferred Stock - Additional 6% Warrants | 400 | ||
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Business Combination, Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred - Series A Conversion Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred - Additional 6% Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Business Combination, Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Series B Preferred - Series A Conversion Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Other Observable Inputs (Level 2) | Series B Preferred - Additional 6% Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 23,082 | ||
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | Business Combination, Contingent Consideration [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 0 | ||
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | Series B Preferred - Series A Conversion Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 4,200 | ||
Fair value on a recurring basis | Significant Unobservable Inputs (Level 3) | Series B Preferred - Additional 6% Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 400 |
Fair value of financial inst_10
Fair value of financial instruments - Reconciliation of Level 3 Inputs (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value adjustment | $ (46,300) | |
Business Combination, Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance, December 31, 2018 | $ 23,082 | |
Preferred Series B-1 Stock - Additional Warrants | 0 | |
Fair value adjustment | (23,082) | |
Ending Balance, September 30, 2019 | 0 | 23,082 |
Series B Preferred - Series A Conversion Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance, December 31, 2018 | 0 | |
Preferred Series B-1 Stock - Additional Warrants | 4,200 | |
Fair value adjustment | 0 | |
Ending Balance, September 30, 2019 | 4,200 | 0 |
Series B Preferred - Additional 6% Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance, December 31, 2018 | 0 | |
Preferred Series B-1 Stock - Additional Warrants | 400 | |
Fair value adjustment | 0 | |
Ending Balance, September 30, 2019 | $ 400 | $ 0 |
Fair value of financial inst_11
Fair value of financial instruments - Narrative (Details) - USD ($) | May 20, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 30, 2019 | Jun. 30, 2019 | Mar. 26, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Initial Contingent Shares | 9,000,000 | ||||||
Fair value adjustment | $ (46,300,000) | ||||||
stock price reduction on contingent consideration | 80.00% | ||||||
Share price (in dollars per share) | $ 8.61 | $ 2.04 | |||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,000,000 | ||||||
Fair Value, Measurements, Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Series B Preferred Stock FV | $ 81,300,000 | ||||||
Business Combination, Contingent Consideration [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value adjustment | (23,082,000) | ||||||
Series B Preferred Stock Warrants at closing[Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Share price (in dollars per share) | $ 4.21 | $ 3.75 | |||||
10% Warrants at Fully Diluted Share Count | 10.00% | ||||||
Series B Preferred Stock Warrant Exercise Price | $ 0.0001 | ||||||
Exercise price of securities excluded at closing (in dollars per share) | $ 11.50 | ||||||
Warrants Issued at Closing of Equity Agreement | 2,545,934 | 900,000 | |||||
Series B Preferred - Series A Conversion Warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value adjustment | 0 | ||||||
Share price (in dollars per share) | $ 4.21 | ||||||
Series B Preferred Stock Warrant Exercise Price | $ 0.0001 | ||||||
Series B Preferred - Additional 6% Warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair value adjustment | $ 0 | ||||||
6% Warrants | 6.00% | ||||||
Series B Preferred Stock [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
SeriesB Preferred Shares to be Issued in Equity Agreement | 50,000 | ||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Fair value of financial inst_12
Fair value of financial instruments - Fair Value Liabilities Measured on Nonrecurring Basis (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 30, 2019 | May 20, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,000 | ||||
Share price (in dollars per share) | $ 2.04 | $ 8.61 | |||
Series B Preferred Stock Warrants at closing[Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Warrants Issued at Closing of Equity Agreement | 900,000 | 2,545,934 | |||
Share price (in dollars per share) | $ 3.75 | $ 4.21 | |||
Fair Value, Measurements, Nonrecurring [Member] | Series B Preferred Stock Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Series B Preferred Stock FV | $ 81,300 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Series B Preferred Stock Warrants at closing[Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Series B Preferred Stock Warrants FV at closing | 14,100 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Series B Preferred Stock FV | 81,300 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred Stock Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) | Series B Preferred Stock Warrants at closing[Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) | Series B Preferred Stock Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Significant Other Observable Inputs (Level 2) | Series B Preferred Stock Warrants at closing[Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) | Series B Preferred Stock Liability [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | 81,300 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) | Series B Preferred Stock Warrants at closing[Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration | $ 14,100 | ||||
Series B-2 Preferred Stock [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
SeriesB Preferred Shares to be Issued in Equity Agreement | 50,000 | ||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ 50,000 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 281,508 | $ 351,841 | $ 0 |
Debt Issuance Costs, Net | (23,783) | (23,534) | 0 |
Long-term Debt, Current Maturities | (31,119) | (32,580) | 0 |
Long-term debt, less current portion | 226,606 | 295,727 | 0 |
Debt - Series B Preferred Stock | 76,766 | 0 | |
Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 277,688 | 300,000 | |
Line of credit | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | 46,500 | |
Series B Preferred Stock Liability [Member] | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 104,135 | 0 | |
Debt Issuance Costs, Net | (27,369) | 0 | |
Commercial equipment notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 300,000 | 0 | |
Commercial equipment notes | Term Loan - Long Term [Member] | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 3,820 | $ 5,341 | $ 0 |
Series B Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Dividends Payable | $ 4,100 |
Debt - Narrative (Details)_2
Debt - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Letters of credit contingently liable for | $ 20,981 | $ 3,006 | $ 5,900 |
Surety bonds | $ 2,017,584 | $ 1,681,983 | $ 535,500 |
LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 6.25% | ||
Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Quarterly Amortization, Percentage Of Aggregate Principal Amount | 2.50% | ||
Debt Instrument, Additional Annual Payment Amount, Percentage Of Excess Cash Flows | 75.00% | ||
Debt Instrument, Covenant Terms, Additional Annual Payment Amount, Excess Cash Flow Threshold | $ 2,500 | ||
Percent of Initial Debt paid quarterly | 2.50% | ||
Line of credit | |||
Debt Instrument [Line Items] | |||
Debt, Weighted Average Interest Rate | 10.42% | 8.82% | |
Revolving Credit Facility [Member] | Third A&R Credit Agreement [Member] | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 4.25% | ||
Revolving Credit Facility [Member] | Third A&R Credit Agreement [Member] | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 3.25% | ||
Consenting Lender [Member] | Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
First Net Lien Ratio for Lower Int Rate | 2.67 | ||
Consenting Lender [Member] | Third A&R Credit Agreement [Member] | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 8.25% | ||
Consenting Lender [Member] | Third A&R Credit Agreement [Member] | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 7.25% | ||
Consenting Lender Rate After 2.67 Lien Net Leverage [Member] | Third A&R Credit Agreement [Member] | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 6.75% | ||
Consenting Lender Rate After 2.67 Lien Net Leverage [Member] | Third A&R Credit Agreement [Member] | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 5.75% | ||
Non-consenting Lender [Member] | Third A&R Credit Agreement [Member] | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 6.25% | ||
Non-consenting Lender [Member] | Third A&R Credit Agreement [Member] | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate of debt | 5.25% | ||
Debt Covenant Period, Period Four [Member] [Member] | Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 2.25 | ||
Debt Covenant Period, Period Three [Member] [Member] | Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 2.75 | ||
Debt Covenant Period, Period Two [Member] | Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 3.50 | ||
Debt Covenant Period, Period One [Member] | Third A&R Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Covenant Terms, Maximum First Lien Net Leverage Ratio | 4.75 |
Debt - Long Term Debt and Capit
Debt - Long Term Debt and Capital Lease Obligations (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2019 | $ 13,965 |
2020 | 55,988 |
2021 | 51,826 |
2022 | 47,276 |
2023 | 32,905 |
Thereafter | 257,591 |
Contractual Obligation | $ 459,551 |
Commitments and contingencies_5
Commitments and contingencies - Lease Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||
Capital lease obligations | $ 73,900 | $ 73,900 | $ 63,500 | $ 20,600 | |||
Capital leased assets, gross | 119,600 | 119,600 | 76,900 | 27,000 | |||
Capital leased assets, accumulated depreciation | (29,300) | (29,300) | (10,100) | (2,800) | |||
Capital leased assets, net | 90,300 | 90,300 | 66,800 | 24,200 | |||
Operating leases, rent expense | 4,278 | $ 496 | 9,519 | $ 1,500 | $ 6,100 | $ 1,600 | $ 1,200 |
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year | $ 3,200 | 3,200 | |||||
Cost, Maintenance | 3,200 | ||||||
Sale Leaseback Transaction, Gross Proceeds, Financing Activities | $ 25,000 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
2019 | Concentration Company A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 24.10% | 22.60% | ||
2019 | Concentration Company B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 16.70% | 12.10% | ||
2019 | Concentration Company C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 11.70% | |||
2019 | Concentration Company D [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 11.70% | |||
Accounts Receivable % | Concentration Company A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 20.00% | |||
Accounts Receivable % | Concentration Company C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 19.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||||||
Statutory federal tax rate | 21.00% | 21.00% | 34.00% | 34.00% | |||
State tax rate | 26.50% | 3.90% | 3.40% | ||||
Effective tax rates | (4.60%) | 13.20% | 43.00% | 15.80% | 148.80% | 45.60% | (18.80%) |
Increase (decrease) in uncertain tax positions | $ 0 | $ 0 | |||||
Minimum | |||||||
Income Tax Contingency [Line Items] | |||||||
State tax rate | 0.80% | ||||||
Maximum | |||||||
Income Tax Contingency [Line Items] | |||||||
State tax rate | 12.00% |
Segments (Details)
Segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||
Gross Profit | $ 52,870,000 | $ 27,008,000 | $ 91,065,000 | $ 40,722,000 | $ 31,526,000 | $ 66,021,000 | $ 85,246,000 |
Gross profit margin | 12.50% | 9.70% | 9.70% | 8.10% | |||
Revenue | $ 422,022,000 | $ 279,279,000 | $ 940,793,000 | $ 503,487,000 | $ 779,343,000 | $ 454,949,000 | $ 602,665,000 |
Segment revenue as a percentage of total revenue | 100.00% | 100.00% | 100.00% | 100.00% | |||
Renewables Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross Profit | $ 27,469,000 | $ 24,822,000 | $ 45,806,000 | $ 37,578,000 | |||
Gross profit margin | 11.30% | 9.50% | 9.20% | 7.80% | |||
Revenue | $ 242,654,000 | $ 262,477,000 | $ 496,863,000 | $ 480,362,000 | |||
Segment revenue as a percentage of total revenue | 57.50% | 94.00% | 52.80% | 95.40% | |||
Specialty Civil Segment [Member] | |||||||
Segment Reporting Information [Line Items] | |||||||
Gross Profit | $ 25,401,000 | $ 2,186,000 | $ 45,259,000 | $ 3,144,000 | |||
Gross profit margin | 14.20% | 13.00% | 10.20% | 13.60% | |||
Revenue | $ 179,368,000 | $ 16,802,000 | $ 443,930,000 | $ 23,125,000 | |||
Segment revenue as a percentage of total revenue | 42.50% | 6.00% | 47.20% | 4.60% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Infrastructure And Energy Alternatives, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Series A Preferred Ownership Percentage | 100.00% | 100.00% | ||||
Contingent Consideration Ownership Percentage | 100.00% | 100.00% | ||||
ARES [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Series B Preferred Equity Agreement - All Equity Ares | 60.00% | 60.00% | ||||
Series B-2 Preferred Equity Agreement - Ares | 100.00% | 100.00% | ||||
Oaktree | ||||||
Related Party Transaction [Line Items] | ||||||
Series B Preferred Equity Agreement - All Equity Oaktree | 40.00% | 40.00% | ||||
Oaktree | Clinton Lease Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related parties | $ 178 | $ 153 | $ 534 | $ 459 | $ 700 | $ 100 |
Subsequent Event (Details)_2
Subsequent Event (Details) - USD ($) | Oct. 29, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
SeriesB Preferred Shares to be Issued in Equity Agreement | 80,000 | |||
Warrants Issued at Closing of Equity Agreement | 3,568,750 | |||
Equity Agreement Dollar Amount to be Funded | $ 80,000,000 | |||
12 day funding requirement | 12 days | |||
ECA half conditional shares | 15,000 | |||
ECA Total Conditional Shares | 30,000 | |||
HalfSeriesB-3WarrantsECA | 515,625 | |||
Total Series B-3 Warrants After Initial Closing ECA | 1,031,250 | |||
Maximum amount of consideration after initial closing ECA | $ 30,000,000 | |||
Shares available for purchase as part of rights offering | 15,000 | |||
Warrant rate for conversion on rights offering | 5.5 | |||
Dollar exchange rate series B-3 rights offering warrants | $ 160 | |||
Minimum investment for common to participate in tranche 2 | 50,000 | |||
Maximum percentage of common shareholders tranche 2 | $ 2,250,000 | |||
Series A Exchange Percentage for Series B-3 | 50.00% | |||
Preferred stock, par value (in dollars per share) | $ 1,000 |
Business, Basis of Presentati_8
Business, Basis of Presentation and Significant Accounting Policies - Schedule of concentrations for revenue and accounts receivable (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue % | Interstate Power and Light Company | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 21.00% | ||
Revenue % | Thunder Ranch Wind Project, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 21.00% | ||
Revenue % | Twin Forks Wind Farm, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 11.00% | ||
Revenue % | Bruenning's Breeze Wind Farm, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 11.00% | ||
Revenue % | EDF Renewable Development, Inc. | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 14.00% | 11.00% | |
Revenue % | Cimarron Bend Wind Project, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 17.00% | ||
Revenue % | Osborn Wind Energy, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 11.00% | ||
Accounts Receivable % | Interstate Power and Light Company | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 20.00% | ||
Accounts Receivable % | Union Pacific Railroad | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 19.00% | ||
Accounts Receivable % | Trishe Wind Ohio, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 17.00% | ||
Accounts Receivable % | Thunder Ranch Wind Project, LLC | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 15.00% | ||
Accounts Receivable % | EDF Renewable Development, Inc. | |||
Concentration Risk [Line Items] | |||
Concentrations (as a percent) | 11.00% |
Merger, Acquisitions and Disc_6
Merger, Acquisitions and Discontinued Operations - Schedule of discontinued operation line items (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract] | |||
Revenue | $ 1,911 | ||
Cost of earned revenue, excluding depreciation | 1,626 | ||
Operating expenses | 1,610 | ||
Interest and other expenses, net | 3,060 | ||
Gain on abandonment | (4,253) | ||
Income tax benefit | (1,219) | ||
Net income from discontinued operations | $ 0 | $ 0 | 1,087 |
Net Cash Provided by (Used in) Discontinued Operations [Abstract] | |||
Net cash used in operating activities | (15,539) | ||
Net cash provided by investing activities | 82 | ||
Net cash provided by financing activities | $ 15,664 |
Goodwill and Intangible Asset_7
Goodwill and Intangible Assets, Net - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 53,800 | $ 53,800 | $ 820 |
Accumulated Amortization | (13,175) | (2,926) | (751) |
Finite-Lived Intangible Assets, Net | 40,625 | 50,874 | 69 |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 26,500 | 27,000 | 0 |
Accumulated Amortization | (3,749) | (814) | 0 |
Finite-Lived Intangible Assets, Net | $ 22,751 | $ 26,186 | 0 |
Remaining Weighted Average Amortization Period in Years (in years) | 6 years | 7 years | |
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 13,400 | $ 13,400 | 820 |
Accumulated Amortization | (2,635) | (575) | (751) |
Finite-Lived Intangible Assets, Net | $ 10,765 | $ 12,825 | $ 69 |
Remaining Weighted Average Amortization Period in Years (in years) | 4 years | 5 years | 1 year |
Backlog | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 13,900 | $ 13,400 | $ 0 |
Accumulated Amortization | (6,791) | (1,537) | 0 |
Finite-Lived Intangible Assets, Net | $ 7,109 | $ 11,863 | $ 0 |
Remaining Weighted Average Amortization Period in Years (in years) | 1 year | 2 years |
Goodwill and Intangible Asset_8
Goodwill and Intangible Assets, Net - Schedule of annual expected amortization expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||
Amortization expense associated with intangible assets | $ 3,400 | $ 100 | $ 10,300 | $ 200 | $ 3,000 | $ 100 | $ 100 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||||||
2019 | 13,394 | ||||||
2020 | 11,837 | 11,837 | 11,700 | ||||
2021 | 6,466 | 6,466 | 6,537 | ||||
2022 | 6,466 | 6,466 | 6,537 | ||||
2023 | $ 5,841 | $ 5,841 | $ 5,912 |
Debt - Schedule of long-term de
Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 281,508 | $ 351,841 | $ 0 |
Less: Current portion of long-term debt | (31,119) | (32,580) | 0 |
Less - Unamortized debt discount and issuance costs | (23,783) | (23,534) | 0 |
Long-term debt, less current portion | 226,606 | 295,727 | 0 |
Line of credit | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | 46,500 | |
Line of credit | Line of credit - short-term | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 0 | 33,674 | |
Line of credit | Line of credit | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 46,500 | 0 | |
Commercial equipment notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | 300,000 | 0 | |
Commercial equipment notes | Commercial equipment notes | |||
Debt Instrument [Line Items] | |||
Total principal due for long-term debt | $ 3,820 | $ 5,341 | $ 0 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Plan Contributions (Details) - Multiemployer Plans, Pension - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
Contributions | $ 12,666 | $ 6,412 | $ 7,428 |
Central Pension Fund of the IUOE & Participating Employers | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2,906 | 1,646 | 1,268 |
Central Laborers' Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 1,330 | 839 | 408 |
Upstate New York Engineers Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 1,100 | 597 | |
Iron Workers Local Union No. 25 Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Contributions | 998 | 989 | |
Operating Engineers' Local 324 Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 840 | 675 | |
Laborers National Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 744 | ||
Iron Workers St. Louis District Council Pension Trust | |||
Multiemployer Plans [Line Items] | |||
Contributions | 384 | ||
Mo-Kan Iron Workers Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 619 | ||
Iron Workers Mid-America Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Contributions | 560 | ||
Midwest Operating Engineers Pension Trust Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 482 | ||
Other funds | |||
Multiemployer Plans [Line Items] | |||
Contributions | $ 4,748 | $ 2,946 | $ 2,427 |