Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Infrastructure & Energy Alternatives, Inc. | |
Entity Central Index Key | 0001652362 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,252,489 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 20,311 | $ 71,311 |
Accounts receivable, net | 228,347 | 225,366 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 75,591 | 47,121 |
Prepaid expenses and other current assets | 20,415 | 12,864 |
Total current assets | 344,664 | 356,662 |
Property, plant and equipment, net | 158,182 | 176,178 |
Goodwill | 37,373 | 40,257 |
Intangible Assets, Net (Excluding Goodwill) | 43,980 | 50,874 |
Company-owned life insurance | 4,150 | 3,854 |
Other assets | 164 | 188 |
Deferred income taxes | 15,291 | 11,215 |
Total assets | 603,804 | 639,228 |
Current liabilities: | ||
Accounts payable | 108,221 | 158,075 |
Accrued Liabilities, Current | 112,782 | 94,059 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 80,325 | 62,234 |
Current portion of capital lease obligations | 23,661 | 17,615 |
Current portion of long-term debt | 31,422 | 32,580 |
Total current liabilities | 356,411 | 364,563 |
Capital lease obligations, net of current maturities | 54,089 | 45,912 |
Long-term Debt | 245,697 | 295,727 |
Debt - Series B Preferred Stock | 32,397 | 0 |
Series B Preferred Stock - warrant obligations | 4,200 | 0 |
Deferred compensation | 7,005 | 6,157 |
Contingent consideration | 4,247 | 23,082 |
Total liabilities | 704,046 | 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 June 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; 22,266,211 and 22,155,271 shares issued and 22,252,489 and 22,155,271 outstanding at June 30, 2019 and December 31, 2018, respectively | 2 | 2 |
Treasury Stock, 13,722 shares at cost | (76) | 0 |
Additional paid in capital | 14,725 | 4,751 |
Retained earnings (deficit) | (149,858) | (135,931) |
Total stockholders' equity (deficit) | (135,207) | (131,178) |
Total liabilities and stockholders' equity (deficit) | $ 603,804 | $ 639,228 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 34,965 | 34,965 |
Preferred stock, shares outstanding | 34,965 | 34,965 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares, issued | 22,266,211 | 22,155,271 |
Common stock, shares, outstanding | 22,252,489 | 22,155,271 |
Treasury Stock, Shares | 13,722 |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | $ 327,961 | $ 174,073 | $ 518,771 | $ 224,208 |
Cost of revenue | 296,539 | 157,274 | 480,576 | 210,494 |
Gross profit | 31,422 | 16,799 | 38,195 | 13,714 |
Selling, general and administrative expenses | 25,878 | 9,198 | 53,632 | 26,158 |
Income (loss) from operations | 5,544 | 7,601 | (15,437) | (12,444) |
Other income (expense), net: | ||||
Interest expense, net | (11,496) | (1,530) | (21,863) | (2,381) |
Other income (expense) | 18,272 | 22 | 18,102 | 11 |
Income (loss) before benefit for income taxes | 12,320 | 6,093 | (19,198) | (14,814) |
Benefit (provision) for income taxes | (6,112) | (1,178) | 2,517 | 2,337 |
Net income (loss) | $ 6,208 | $ 4,915 | $ (16,681) | $ (12,477) |
Earnings Per Share, Basic | $ (0.61) | $ 0.20 | $ (1.66) | $ (0.60) |
Earnings Per Share, Diluted | $ (0.61) | $ 0.19 | $ (1.66) | $ (0.60) |
Weighted Average Number of Shares Outstanding, Basic | 22,252,489 | 21,577,650 | 22,220,799 | 21,577,650 |
Weighted Average Number of Shares Outstanding, Diluted | 22,252,489 | 25,392,159 | 22,220,799 | 21,577,650 |
Condensed Statements of Stockho
Condensed Statements of Stockholders Equity (Deficit) Statement - USD ($) shares in Thousands, $ in Thousands | Total | 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 | 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 | (12,477) | ||||||||
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) | ||||
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 | (16,681) | ||||||||
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) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (16,681) | $ (12,477) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 23,801 | 3,977 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | (18,835) | 0 |
Amortization of Other Deferred Charges | 2,732 | 179 |
Share-based compensation expense | 1,760 | 0 |
(Gain) loss on sale of equipment | 762 | (16) |
Deferred compensation | 849 | 234 |
Loss on Contracts | 0 | 230 |
Paid-in-Kind Interest | 1,025 | 0 |
Deferred income taxes | (2,517) | (1,428) |
Other Noncash Income (Expense) | (60) | 0 |
Change in operating assets and liabilities: | ||
Accounts receivable | (3,041) | (5,265) |
Costs and estimated earnings in excess of billings on uncompleted contracts | (28,471) | (26,099) |
Prepaid expenses and other assets | (7,353) | (1,453) |
Accounts payable and accrued liabilities | (33,012) | 55,795 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 18,090 | 14,484 |
Net cash provided by (used in) operating activities | (60,831) | 28,161 |
Cash flow from investing activities: | ||
Company-owned life insurance | (296) | (64) |
Purchases of property, plant and equipment | (4,158) | (1,548) |
Proceeds from sale of property, plant and equipment | 6,555 | 17 |
Net cash provided by (used in) investing activities | 2,101 | (1,595) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 9,400 | 92,772 |
Repayments of Long-term Lines of Credit | (59,334) | (30,840) |
Repayments of Lines of Credit | 0 | 38,447 |
Debt financing fees | (9,473) | (2,144) |
Payments on capital lease obligations | (10,119) | (2,627) |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 24,343 | 0 |
Payments of Dividends | 0 | 548 |
Proceeds from Convertible Debt | 50,000 | 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 | 7,730 | (7,650) |
Net change in cash and cash equivalents | (51,000) | 18,916 |
Cash and cash equivalents, beginning of the period | 71,311 | 4,877 |
Cash and cash equivalents, end of the period | 20,311 | 23,793 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 18,281 | 2,210 |
Cash paid for income taxes | 227 | 632 |
Fair Value Of Assets Liabilities Acquired Through Capital Lease Obligations | 0 | 2,709 |
Merger-related contingent consideration | 0 | 69,373 |
Issuance of common shares | 0 | 90,282 |
Issuance of preferred shares | 0 | 34,965 |
Dividends, Preferred Stock | $ 1,443 | $ 0 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies (Notes) | 6 Months Ended |
Jun. 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 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 that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the six months ended June 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 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 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 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 June 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 90.7% and 98.4% of consolidated revenue from operations for the three months ended June 30, 2019 and 2018 , respectively, and totaled 90.5% and 94.5% for the six months ended June 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 9.3% and 1.6% of consolidated revenue from operations for the three months ended June 30, 2019 and 2018 , respectively, and totaled 9.5% and 5.5% for the six months ended June 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 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 practices, 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. 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 is currently assessing the impact of the standard but the Company has determined it will adopt the modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), 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: 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 new guidance will be effective for our fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2021. 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. 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 financial statements and related disclosures. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Merger and Recapitalization | 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 estimated values for CCS were finalized as of June 30, 2019. For William Charles the following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date at fair value. The estimated values are not yet finalized and are subject to potentially significant changes. We will finalize the amounts recognized for the William Charles acquisition as we obtain the information necessary to complete the analyses, such as appraisal information for property, plant and equipment and the accounting for income taxes. We expect to finalize these amounts as soon as possible, but no later than one year from the acquisition date. Identifiable assets acquired and liabilities assumed (in thousands) CCS Preliminary 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 June 30, 2019 from March 31, 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 date of acquisition. (in thousands) Three months ended June 30, 2019 Six months ended June 30, 2019 CCS William Charles CCS William Charles Revenue 74,360 60,445 129,869 114,846 Net income (loss) 367 2,420 (2,091 ) 51 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 June 30, Six months ended June 30, (in thousands) Actual 2019 Pro forma 2018 Actual 2019 Pro forma 2018 Revenue 327,961 332,118 518,771 501,986 Net income (loss) 6,208 2,897 (16,681 ) (21,979 ) Net income (loss) per common share: Basic earnings per share (0.61 ) 0.11 (1.66 ) (1.04 ) Diluted earnings per share (0.61 ) 0.09 (1.66 ) (1.04 ) 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 | 6 Months Ended |
Jun. 30, 2019 | |
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. 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 and the contingent consideration fair value adjustment. The contingent consideration is a mark-to-market adjustment based on the decline of approximately an 80% reduction in the Company's stock price from December 31, 2018, 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net income (loss) 6,208 4,915 (16,681 ) (12,477 ) Less: Convertible Preferred Share dividends (918 ) (548 ) (1,443 ) (548 ) Less: Contingent consideration fair value adjustment (see Note 8) (18,835 ) — (18,835 ) — Net income (loss) available to common stockholders (13,545 ) 4,367 (36,959 ) (13,025 ) Denominator: Weighted average common shares outstanding - basic and diluted (1) 22,252,489 21,577,650 22,220,799 21,577,650 Convertible Series A Preferred — 3,814,509 — — Weighted average shares for diluted computation 22,252,489 25,392,159 22,220,799 21,577,650 Anti-dilutive: (2) Convertible Series A Preferred 9,122,860 — 7,084,004 2,487,928 Series B Preferred - Warrants at closing 1,131,526 — 565,749 — RSUs 632,911 — 493,508 — Basic EPS (0.61 ) 0.20 (1.66 ) (0.60 ) Diluted EPS (0.61 ) 0.19 (1.66 ) (0.60 ) (1) The contingent earn-out shares were not included at June 30, 2019 and 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 June 30, 2019 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 June 30, 2019 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. Series A Preferred As of June 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 $36.9 million . Dividends are paid on the Series A Preferred Stock when declared by our Board. To extent permitted, dividends shall 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; provided, however, if the Company does not hold a stockholders meeting to obtain shareholder approval for the issuance of common stock upon conversion of the Series A Preferred Stock within 90 days from May 20, 2019, then the rate shall be 8% during the period from the date that is 91 days from May 20, 2019 until the 18 Month Anniversary 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 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; provided, however, if the Company does not hold a stockholders meeting to obtain shareholder approval for the issuance of common stock upon conversion of the Series A Preferred Stock within 90 days from May 20, 2019, then the rate shall be 10% during the period from the date that is 91 days from the May 20, 2019 until the 18 Month Anniversary Date; and • 12% per annum during the period from and after the 18 Month Anniversary Date. As of June 30, 2019 , the Company has accrued a cumulative of $2.0 million in dividends to Holders of Series A Preferred Stock as a reduction to additional paid-in capital. Series B Preferred As of June 30, 2019, we had 50,000 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 shall be declared and paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at a rate of 15% per annum, provided that, immediately after the occurrence of a deleveraging event (as defined in the certificate governing the Series B Preferred Stock), the cash dividend rate shall instead be 13.5% per annum. If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective 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 the occurrence of 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 defined in the Third A&R Credit Agreement as in effect on the date hereof) 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 $1.0 million in paid-in-kind dividends to Holders of Series B Preferred Stock, which is recorded as interest expense in the Company's Statements of Operations for the quarter ended June 30, 2019. See Note 8. Fair Value of Financial Instruments for discussion regarding the Company's valuation of Preferred Series B 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 June 30, 2019 and 2018, we recognized $0.8 million and $0.0 million in compensation expense, respectively, and $1.8 million and $0.0 million for the six months ended June 30, 2019 and 2018, respectively. |
Accounts receivable, net of all
Accounts receivable, net of allowance | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, 2019 December 31, 2018 Contract receivables $ 167,734 $ 161,408 Contract retainage 60,715 64,000 Accounts receivable, gross 228,449 225,408 Less: allowance for doubtful accounts (102 ) (42 ) Accounts receivable, net $ 228,347 $ 225,366 Included in costs in excess of billings as of June 30, 2019 are unapproved change orders of approximately $18.0 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 72 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 60 — Allowance for doubtful accounts at period end $ 102 $ 216 $ 102 $ 216 |
Contracts in progress
Contracts in progress | 6 Months Ended |
Jun. 30, 2019 | |
Contractors [Abstract] | |
Contracts in progress | Contracts in Progress Contracts in progress were as follows as of the dates indicated (in thousands): June 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,155,577 $ 935,820 Estimated earnings on contracts in progress 93,520 76,883 Revenue on contracts in progress 1,249,097 1,012,703 Less: billings on contracts in progress (1,253,831 ) (1,027,816 ) Net underbillings $ (4,734 ) $ (15,113 ) The above amounts have been included in the accompanying Consolidated Balance Sheets under the following captions (in thousands): June 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 75,591 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (80,325 ) (62,234 ) Net underbillings $ (4,734 ) $ (15,113 ) Provision for loss of $0.3 million and $1.4 million as of June 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 consolidated balance sheet for revenue earned related to unapproved change orders that are probable of recovery. For the quarter ended June 30, 2019 and the year ended December 31, 2018, the Company had unapproved change orders of $33.2 million and $45.0 million , respectively. |
Property, plant and equipment,
Property, plant and equipment, net | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,988 $ 4,614 Land 17,600 19,394 Construction equipment 177,826 175,298 Office equipment, furniture and fixtures 2,787 2,994 Vehicles 4,434 4,991 205,635 207,291 Accumulated depreciation (47,453 ) (31,113 ) Property, plant and equipment, net $ 158,182 $ 176,178 Depreciation expense of property, plant and equipment was $8,430 and $1,975 for the period ended June 30, 2019 and 2018 , respectively, and was $16,906 and $3,917 for the six months ended June 30, 2019 and 2018, respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
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) $ 3,020 Acquisitions (Specialty Civil) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil) (2,884 ) June 30, 2019 $ 37,373 Intangible assets, net consisted of the following as of the dates indicated: June 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 $ (2,802 ) $ 23,698 6.25 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (1,965 ) 11,435 4.25 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (5,053 ) 8,847 1.25 years 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (9,820 ) $ 43,980 $ 53,800 $ (2,926 ) $ 50,874 Amortization expense associated with intangible assets for the three months ended June 30, 2019 and 2018 totaled $3.4 million and $0.1 million , respectively, and $6.9 million and $0.1 million for the six months ended June 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 $ 6,708 $ 11,837 $ 6,466 $ 6,466 $ 5,841 |
Fair value of financial instrum
Fair value of financial instruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement (“ASC 820”), 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 June 30, 2019 Contingent consideration 4,247 — — 4,247 Series B Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B 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 Stock - Additional Warrants — 4,200 400 Fair value adjustment (18,835 ) — — Ending Balance, June 30, 2019 4,247 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 June 30, 2019, the Company recorded an adjustment of $18.8 million to the liability primarily based on the significant decrease in the Company's stock price of approximately 80.0% (from $8.61 at December 31, 2018 to $2.04 at June 30, 2019). The quantity of shares that are expected to be earned based on the final 2019 adjusted EBITDA were not changed as of the June 30, 2019 adjustment. 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 as of June 30, 2019 Series B Preferred Stock 34,700 — — 34,700 Equity as of June 30, 2019 Series B Preferred Stock - Warrants at closing 10,700 — — 10,700 On May 20, 2019, the Company entered into the Amended and Restated Equity Commitment Agreement (the “Equity Agreement”), by and among the Company and the commitment parties thereto. Pursuant to the Equity Agreement, the Company issued and sold 50,000 shares of newly designated Series B 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 Equity 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”). The information below describes the balance sheet classification and the recurring/nonrecurring fair value measurement: Series B Preferred Stock (non-recurring) - The Series B Preferred Stock was 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. As of June 30, 2019, the fair value of the liability was $34.7 million and recorded on the balance sheet as debt. Series B 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. Series B 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 Equity Agreement. The conversion rights were amended to allow the Preferred Series A holder to redeem all or any portion of shares outstanding at any point in time after approval by the Company's common stockholders at a special meeting held on August 14, 2019. 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 Preferred - 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. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following obligations as of: June 30, 2019 December 31, 2018 Term loan 285,000 300,000 Line of credit 12,900 46,500 Debt - Series B Preferred Stock (including PIK interest) 51,025 — Commercial equipment notes 4,488 5,341 Total principal due for long-term debt 353,413 351,841 Unamortized debt discount and issuance costs (43,897 ) (23,534 ) Less: Current portion of long-term debt (31,422 ) (32,580 ) Long-term debt, less current portion 278,094 295,727 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 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. 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. 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 June 30, 2019 and December 31, 2018 , was 10.6% and 8.82% , respectively. Debt Covenants 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 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 be able to obtain an equity cure for any 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 June 30, 2019 , and December 31, 2018 , the Company was contingently liable under letters of credit issued under its revolving credit facility or its old credit facility, respectively, in the amount of $2.7 million and $3.0 million , respectively, related to projects. In addition, as of June 30, 2019 and December 31, 2018 , the Company had outstanding surety bonds on projects of $1,698.4 million and $1,682.0 million , respectively. As a result of our significant growth in backlog and our expectation of continued future growth, we will continue to take steps to improve our liquidity and future bonding capacity. For further discussion see Note 15. Subsequent Event . Contractual Maturities Contractual maturities of the Company's debt and capital lease (see Note 10. Commitments and Contingencies) obligations as of June 30, 2019 (in thousands): Remainder of 2019 $ 27,601 2020 55,528 2021 50,939 2022 46,774 2023 45,822 Thereafter 204,499 Total contractual obligations $ 431,163 |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2019 | |
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 $77.8 million and $63.5 million at June 30, 2019 and December 31, 2018 , respectively. Gross property under this capitalized lease agreement at June 30, 2019 and December 31, 2018 , totaled $118.6 million and $76.9 million , less accumulated depreciation of $ 23.5 million and $10.1 million , respectively, for net balances of $ 95.1 million and $66.8 million , respectively. Depreciation of assets held under the capital leases is included in cost of revenue on the 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 $1.5 million and $0.5 million for the three months ended June 30, 2019 and 2018 , respectively and $5.2 million and $1.0 million for the six months ended June 30, 2019 and 2018, respectively. The Company has long-term power-by-the-hour equipment rental agreements 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 $2.3 million for the six months ended June 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 . |
Concentrations
Concentrations | 6 Months Ended |
Jun. 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 Six Months Ended June 30, June 30, June 30, 2019 December 31, 2018 2019 2018 2019 2018 Company A * 20.7 % * 20.9 % * 20.0 % Company B * 12.5 % * 10.7 % * * Company C 10.6 % * 14.4 % * 11.2 % 19.0 % Company D * 10.7 % * * * * Company E * * * 11.9 % * * Company F * 13.2 % * 12.1 % * * * Amount was not above 10% threshold |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The Company’s statutory federal tax rate is 21.00% for the periods ended June 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 month period ended June 30, 2019 and 2018 were 49.6% and 19.3% , respectively. The effective tax rates for the six months period ended June 30, 2019 and 2018 were 13.1% and 15.8% , respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from interest accrued for the 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 June 30, 2019 and 2018 . |
Segments (Notes)
Segments (Notes) | 6 Months Ended |
Jun. 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 June 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 market that 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 and cash flows by reportable segment, including capital expenditures, 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 costs 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 June 30, Six months ended June 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 $ 179,149 54.6 % $ 168,919 97.0 % $ 254,209 49.0 % $ 217,885 97.2 % Specialty Civil 148,812 45.4 % 5,154 3.0 % 264,562 51.0 % 6,323 2.8 % Total revenue $ 327,961 100.0 % $ 174,073 100.0 % $ 518,771 100.0 % $ 224,208 100.0 % Segment Gross Profit Gross profit by segment was as follows: Three months ended June 30, Six months ended June 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 $ 16,150 9.0 % $ 16,127 9.5 % $ 18,337 7.2 % $ 12,757 5.9 % Specialty Civil 15,272 10.3 % 672 13.0 % 19,858 7.5 % 957 15.1 % Total gross profit $ 31,422 9.6 % $ 16,799 9.7 % $ 38,195 7.4 % $ 13,714 6.1 % |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2019 | |
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, WCI, 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 June 30, 2019 and 2018, was $178 and $153 , respectively, and for the six months ended June 30, 2019 and 2018, was $356 and $306 , respectively. Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Infrastructure and Energy Alternatives, LLC 100 % Series B 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 % |
Subsequent Event (Notes)
Subsequent Event (Notes) | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Event [Abstract] | |
Subsequent Events [Text Block] | Subsequent Event Equity Commitment Agreement On August 13, 2019, the Company entered into the Second Equity Commitment Agreement (the “Second Equity Commitment Agreement”) among the Company, funds managed by the Private Equity Group of Ares Management Corporation (NYSE:ARES) (“Ares”), a leading global alternative asset manager, and funds managed by Oaktree Capital Management (solely for the limited purposes set forth therein) (“Oaktree”). Pursuant to the Second Equity Commitment Agreement, the Company agreed to issue and sell 50,000 shares of Series B Preferred Stock (with amended terms, as compared to the terms of the existing Series B Preferred Stock) and 900,000 warrants to purchase common stock (“Warrants”) to Ares for an aggregate purchase price of $50.0 million (the “Tranche One Transaction”). Consummation of the Tranche One Transaction is subject to a number of conditions; however, funding is expected to occur within 12 business days. In addition, Ares will have the right to designate an additional member of the Company’s Board following September 13, 2019, subject to the consummation of the Tranche One Transaction and certain other conditions. Non-Binding Indicative Term Sheet On August 13, 2019, the Company entered into a non-binding indicative term sheet with Ares (the “Term Sheet”) providing for, among other things: • the sale to Ares and a third party not yet identified of an additional 110,000 shares of Series B Preferred Stock and 4,600,000 Warrants for an aggregate purchase price of $110.0 million , 60% of which will be purchased by Ares and 40% of which will be purchased by a third party not yet identified; • either the purchase by Ares of all issued and outstanding Series A Preferred Stock at a 10% discount to its liquidation preference and subsequent conversion of the acquired shares to Series B Preferred Stock (without giving effect to the discount), or the purchase by Ares of additional shares of Series B Preferred Stock and redemption by the Company of the issued and outstanding Series A Preferred Stock at a 10% discount to its liquidation preference using the proceeds thereof, each with an additional 1,250,000 Warrants issued to Ares (together with the sale of the additional 110,000 shares of Series B Preferred Stock, the “Tranche Two Transaction”); and • s ubject to the conditions described below, the entry into a merger agreement (with 60% of the consideration provided by Ares and 40% from a third party not yet identified) pursuant to which all holders of common stock (excluding Oaktree and certain insiders) would receive cash in the amount of $5.12 per share (as further described below) and Oaktree and certain insiders would receive shares in the surviving entity (the “Merger”). The broad terms of the Term Sheet and the consummation of any merger transaction are subject to further due diligence, the negotiation of definitive agreements and obtaining required approvals by all parties, including but not limited to a majority vote of the Company's unaffiliated stockholders. The Term Sheet provides that the Tranche Two Transaction, if consummated, would include a right to participate by the Company’s common stockholders (subject, to a maximum participation of 15% of the 110,000 shares of Series B Preferred Stock being issued, and if the Merger is consummated an individual investment minimum of $50,000 , an aggregate minimum of $3.0 million , a limit on the number of holders and other terms to be agreed between the Company, with approval of the special committee, and Ares). The Warrants to be issued under Tranche One Transaction and Tranche Two Transaction will have anti-dilution provisions. The Tranche One Transaction and the Term Sheet were reviewed and approved by a special committee of the Company’s Board of Directors consisting solely of directors who are not affiliated with the parties in the proposed transactions and recommended by the special committee for approval by the Company's Board of Directors. The Company’s Board of Directors approved the Tranche One Transaction and the Term Sheet following receipt of the recommendation of the special committee. The Tranche Two Transaction and the Merger are proposals that remain subject to, among other things, (i) a due diligence review by Ares of the Company satisfactory to Ares in its sole subjective discretion, (ii) receipt of final internal approvals by Ares, (iii) negotiation of definitive documentation, (iv) required shareholder and regulatory approvals, including the approval of the NASDAQ, (v) approval of the special committee of the Company’s Board of Directors and (vi) participation by a not yet identified third party purchaser for 40% of the Tranche One Transaction, Tranche Two Transaction and the Merger. The Term Sheet is non-binding, and there can be no assurance that the Company will enter into a binding agreement or consummate the Tranche Two Transaction or the Merger. Because of the non-binding nature of the Term Sheet, Ares has no obligation to complete the Tranche Two Transaction or the Merger. |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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. |
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 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 that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the six months ended June 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. |
Segment Reporting, Policy [Policy Text Block] | Reportable Segments We segregate our business into two reportable segments: the 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. |
Use of Estimates, Policy [Policy Text Block] | 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 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. |
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 June 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 90.7% and 98.4% of consolidated revenue from operations for the three months ended June 30, 2019 and 2018 , respectively, and totaled 90.5% and 94.5% for the six months ended June 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 9.3% and 1.6% of consolidated revenue from operations for the three months ended June 30, 2019 and 2018 , respectively, and totaled 9.5% and 5.5% for the six months ended June 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 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 practices, 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. |
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 is currently assessing the impact of the standard but the Company has determined it will adopt the modified retrospective adoption with the cumulative effect of initially applying the guidance recognized at the date of initial application and providing certain additional disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”), 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: 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 new guidance will be effective for our fiscal year 2020 annual financial statements and for the interim statements beginning in fiscal year 2021. 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. 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 financial statements and related disclosures. |
Acquisitions Business Combinati
Acquisitions Business Combination, Assets Acquired and Liabilities Assumed (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 estimated values for CCS were finalized as of June 30, 2019. For William Charles the following table summarizes the provisional amounts recognized for assets acquired and liabilities assumed as of the acquisition date at fair value. The estimated values are not yet finalized and are subject to potentially significant changes. We will finalize the amounts recognized for the William Charles acquisition as we obtain the information necessary to complete the analyses, such as appraisal information for property, plant and equipment and the accounting for income taxes. We expect to finalize these amounts as soon as possible, but no later than one year from the acquisition date. Identifiable assets acquired and liabilities assumed (in thousands) CCS Preliminary 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 June 30, 2019 from March 31, 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 June 30, Six months ended June 30, (in thousands) Actual 2019 Pro forma 2018 Actual 2019 Pro forma 2018 Revenue 327,961 332,118 518,771 501,986 Net income (loss) 6,208 2,897 (16,681 ) (21,979 ) Net income (loss) per common share: Basic earnings per share (0.61 ) 0.11 (1.66 ) (1.04 ) Diluted earnings per share (0.61 ) 0.09 (1.66 ) (1.04 ) 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 date of acquisition. (in thousands) Three months ended June 30, 2019 Six months ended June 30, 2019 CCS William Charles CCS William Charles Revenue 74,360 60,445 129,869 114,846 Net income (loss) 367 2,420 (2,091 ) 51 |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 Numerator: Net income (loss) 6,208 4,915 (16,681 ) (12,477 ) Less: Convertible Preferred Share dividends (918 ) (548 ) (1,443 ) (548 ) Less: Contingent consideration fair value adjustment (see Note 8) (18,835 ) — (18,835 ) — Net income (loss) available to common stockholders (13,545 ) 4,367 (36,959 ) (13,025 ) Denominator: Weighted average common shares outstanding - basic and diluted (1) 22,252,489 21,577,650 22,220,799 21,577,650 Convertible Series A Preferred — 3,814,509 — — Weighted average shares for diluted computation 22,252,489 25,392,159 22,220,799 21,577,650 Anti-dilutive: (2) Convertible Series A Preferred 9,122,860 — 7,084,004 2,487,928 Series B Preferred - Warrants at closing 1,131,526 — 565,749 — RSUs 632,911 — 493,508 — Basic EPS (0.61 ) 0.20 (1.66 ) (0.60 ) Diluted EPS (0.61 ) 0.19 (1.66 ) (0.60 ) (1) The contingent earn-out shares were not included at June 30, 2019 and 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 June 30, 2019 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 June 30, 2019 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) | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, 2019 December 31, 2018 Contract receivables $ 167,734 $ 161,408 Contract retainage 60,715 64,000 Accounts receivable, gross 228,449 225,408 Less: allowance for doubtful accounts (102 ) (42 ) Accounts receivable, net $ 228,347 $ 225,366 Included in costs in excess of billings as of June 30, 2019 are unapproved change orders of approximately $18.0 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 Allowance for doubtful accounts at beginning of period $ 72 $ 216 $ 42 $ 216 Plus: provision for allowances 30 — 60 — Allowance for doubtful accounts at period end $ 102 $ 216 $ 102 $ 216 |
Contracts in progress (Tables)
Contracts in progress (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, 2019 December 31, 2018 Costs on contracts in progress $ 1,155,577 $ 935,820 Estimated earnings on contracts in progress 93,520 76,883 Revenue on contracts in progress 1,249,097 1,012,703 Less: billings on contracts in progress (1,253,831 ) (1,027,816 ) Net underbillings $ (4,734 ) $ (15,113 ) The above amounts have been included in the accompanying Consolidated Balance Sheets under the following captions (in thousands): June 30, 2019 December 31, 2018 Costs and estimated earnings in excess of billings on uncompleted contracts $ 75,591 $ 47,121 Billings in excess of costs and earnings on uncompleted contracts (80,325 ) (62,234 ) Net underbillings $ (4,734 ) $ (15,113 ) |
Property, plant and equipment_2
Property, plant and equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Property, plant and equipment, net consisted of the following (in thousands): June 30, 2019 December 31, 2018 Buildings and leasehold improvements $ 2,988 $ 4,614 Land 17,600 19,394 Construction equipment 177,826 175,298 Office equipment, furniture and fixtures 2,787 2,994 Vehicles 4,434 4,991 205,635 207,291 Accumulated depreciation (47,453 ) (31,113 ) Property, plant and equipment, net $ 158,182 $ 176,178 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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) $ 3,020 Acquisitions (Specialty Civil) 37,237 December 31, 2018 $ 40,257 Acquisition adjustments (Specialty Civil) (2,884 ) June 30, 2019 $ 37,373 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets, net consisted of the following as of the dates indicated: June 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 $ (2,802 ) $ 23,698 6.25 years $ 27,000 $ (814 ) $ 26,186 7 years Trade name 13,400 (1,965 ) 11,435 4.25 years 13,400 (575 ) 12,825 5 years Backlog 13,900 (5,053 ) 8,847 1.25 years 13,400 (1,537 ) 11,863 2 years $ 53,800 $ (9,820 ) $ 43,980 $ 53,800 $ (2,926 ) $ 50,874 |
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 $ 6,708 $ 11,837 $ 6,466 $ 6,466 $ 5,841 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 June 30, 2019 Contingent consideration 4,247 — — 4,247 Series B Preferred Stock - Series A Conversion Warrants 4,200 — — 4,200 Series B Preferred Stock - Additional 6% Warrants 400 — — 400 |
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 Stock - Additional Warrants — 4,200 400 Fair value adjustment (18,835 ) — — Ending Balance, June 30, 2019 4,247 4,200 400 |
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 as of June 30, 2019 Series B Preferred Stock 34,700 — — 34,700 Equity as of June 30, 2019 Series B Preferred Stock - Warrants at closing 10,700 — — 10,700 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Debt consists of the following obligations as of: June 30, 2019 December 31, 2018 Term loan 285,000 300,000 Line of credit 12,900 46,500 Debt - Series B Preferred Stock (including PIK interest) 51,025 — Commercial equipment notes 4,488 5,341 Total principal due for long-term debt 353,413 351,841 Unamortized debt discount and issuance costs (43,897 ) (23,534 ) Less: Current portion of long-term debt (31,422 ) (32,580 ) Long-term debt, less current portion 278,094 295,727 |
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 June 30, 2019 (in thousands): Remainder of 2019 $ 27,601 2020 55,528 2021 50,939 2022 46,774 2023 45,822 Thereafter 204,499 Total contractual obligations $ 431,163 |
Concentrations (Tables)
Concentrations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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 Six Months Ended June 30, June 30, June 30, 2019 December 31, 2018 2019 2018 2019 2018 Company A * 20.7 % * 20.9 % * 20.0 % Company B * 12.5 % * 10.7 % * * Company C 10.6 % * 14.4 % * 11.2 % 19.0 % Company D * 10.7 % * * * * Company E * * * 11.9 % * * Company F * 13.2 % * 12.1 % * * * Amount was not above 10% threshold |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 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 June 30, Six months ended June 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 $ 179,149 54.6 % $ 168,919 97.0 % $ 254,209 49.0 % $ 217,885 97.2 % Specialty Civil 148,812 45.4 % 5,154 3.0 % 264,562 51.0 % 6,323 2.8 % Total revenue $ 327,961 100.0 % $ 174,073 100.0 % $ 518,771 100.0 % $ 224,208 100.0 % |
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 June 30, Six months ended June 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 $ 16,150 9.0 % $ 16,127 9.5 % $ 18,337 7.2 % $ 12,757 5.9 % Specialty Civil 15,272 10.3 % 672 13.0 % 19,858 7.5 % 957 15.1 % Total gross profit $ 31,422 9.6 % $ 16,799 9.7 % $ 38,195 7.4 % $ 13,714 6.1 % |
Related party transactions (Tab
Related party transactions (Tables) | 6 Months Ended |
Jun. 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 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 % |
Business, Basis of Presentati_3
Business, Basis of Presentation and Significant Accounting Policies (Details) - Product Concentration Risk [Member] - 2019 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Fixed-price Contract [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 90.70% | 98.40% | 90.50% | 94.50% |
Time-and-materials Contract [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 9.30% | 1.60% | 9.50% | 5.50% |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 02, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 25, 2018 |
Business Acquisition [Line Items] | ||||
Recapitalization Transaction, Financing Activities | $ 2,754 | $ (25,816) | ||
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 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Nov. 02, 2018 | Sep. 25, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 37,373 | $ 37,373 | $ 40,257 | $ 3,020 | ||||||
Revenue | 327,961 | $ 174,073 | 518,771 | $ 224,208 | ||||||
Net loss | 6,208 | $ (22,889) | 4,915 | $ (17,392) | (16,681) | (12,477) | ||||
Business Acquisition, Pro Forma Revenue | 327,961 | 332,118 | 518,771 | 501,986 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 6,208 | $ 2,897 | $ (16,681) | $ (21,979) | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ (0.61) | $ 0.11 | $ (1.66) | $ (1.04) | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ (0.61) | $ 0.09 | $ (1.66) | $ (1.04) | ||||||
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 | 74,360 | 129,869 | ||||||||
Net loss | 367 | (2,091) | ||||||||
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 | 60,445 | 114,846 | ||||||||
Net loss | $ 2,420 | $ 51 |
Earnings per share - Basic and
Earnings per share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income (loss) | $ 6,208 | $ (22,889) | $ 4,915 | $ (17,392) | $ (16,681) | $ (12,477) |
Less: Convertible Preferred Share dividends | (918) | (548) | (1,443) | (548) | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (18,835) | 0 | (18,835) | 0 | ||
Net income (loss) available to common stockholders | $ (13,545) | $ 4,367 | $ (36,959) | $ (13,025) | ||
Denominator: | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 22,252,489 | 21,577,650 | 22,220,799 | 21,577,650 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Weighted Average Number of Shares Outstanding, Diluted | 22,252,489 | 25,392,159 | 22,220,799 | 21,577,650 | ||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Preferred Stock | 9,122,860 | 3,814,509 | 7,084,004 | 2,487,928 | ||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 1,131,526 | 0 | 565,749 | 0 | ||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 632,911 | 0 | 493,508 | 0 | ||
Basic EPS (in dollars per share) | $ (0.61) | $ 0.20 | $ (1.66) | $ (0.60) | ||
Diluted EPS (in dollars per share) | (0.61) | $ 0.19 | $ (1.66) | $ (0.60) | ||
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 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 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 | |||||
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 |
Earnings per share - Narrative
Earnings per share - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | May 20, 2019 | Mar. 26, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
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 | ||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Total consideration for shares issued at the closing of the Merger | $ 34,965 | $ 34,965 | $ 34,965 | ||||
Preferred Stock Dividends, Income Statement Impact | 918 | $ 548 | 1,443 | $ 548 | |||
Share-based compensation expense | 800 | $ 0 | 1,760 | $ 0 | |||
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 | 36,900 | 36,900 | |||||
Preferred stock, dividend rate until the 18-month anniversary of the closing date | 6.00% | ||||||
18 month anniversary date | 18 months | ||||||
Default Rate for Uncured Dividends | 2.00% | ||||||
90 days from Series A Preferred Stock Closing | 90 days | ||||||
Preferred Stock Dividend Rate 91 Days From Closing | 8.00% | ||||||
91 day rate from closing to anniversary date | 91 days | ||||||
Preferred stock, dividend rate thereafter | 10.00% | ||||||
Preferred Stock Paid In Kind Dividend Rate | 8.00% | ||||||
Preferred Stock Paid in kind dividend 91 days from close | 10.00% | ||||||
Series A Preferred PIK Dividend Rate 18 mos | 12.00% | ||||||
Preferred Stock, Dividends, Declared | 1,968 | ||||||
Series B Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ 1,000 | ||||||
Preferred stock, dividend rate until the 18-month anniversary of the closing date | 15.00% | ||||||
Preferred Stock Paid In Kind Dividend Rate | 18.00% | ||||||
SeriesB Preferred Shares to be Issued in Equity Agreement | 50,000 | ||||||
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 | ||||||
Dividends Payable | $ 1,000 | $ 1,000 |
Accounts receivable, net of a_3
Accounts receivable, net of allowance - Accounts receivable, net of allowance (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | $ 228,449 | $ 225,408 | ||||
Less: allowance for doubtful accounts | (102) | $ (72) | (42) | $ (216) | $ (216) | $ (216) |
Accounts receivable, net | 228,347 | 225,366 | ||||
Contract receivables | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | 167,734 | 161,408 | ||||
Contract retainage | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Accounts receivable, gross | $ 60,715 | $ 64,000 |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Allowance for doubtful accounts at beginning of period | $ 72 | $ 216 | $ 42 | $ 216 |
Plus: provision for allowances | (30) | 0 | (60) | 0 |
Allowance for doubtful accounts at period end | 102 | $ 216 | 102 | $ 216 |
One Customer | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Contracts Receivable, Claims and Uncertain Amounts | $ 18,000 | $ 18,000 |
Contracts in progress - Costs i
Contracts in progress - Costs in excess of billings and billings in excess of costs (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Contractors [Abstract] | ||
Costs on contracts in progress | $ 1,155,577 | $ 935,820 |
Estimated earnings on contracts in progress | 93,520 | 76,883 |
Costs on contracts and estimated earnings on contracts in progress | 1,249,097 | 1,012,703 |
Less: billings on contracts in progress | (1,253,831) | (1,027,816) |
Costs and estimated earnings in excess of billings on uncompleted contracts | 75,591 | 47,121 |
Billings in excess of costs and earnings on uncompleted contracts | (80,325) | (62,234) |
Net underbillings | (4,734) | (15,113) |
Provision for Loss on Contracts | 300 | 1,400 |
Gross amount of unresolved change orders and claims | $ 33,200 | $ 45,000 |
Property, plant and equipment_3
Property, plant and equipment, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 205,635 | $ 205,635 | $ 207,291 | ||
Accumulated depreciation | (47,453) | (47,453) | (31,113) | ||
Property, plant and equipment, net | 158,182 | 158,182 | 176,178 | ||
Depreciation expense | 8,430 | $ 1,975 | 16,906 | $ 3,917 | |
Buildings and leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,988 | 2,988 | 4,614 | ||
Land [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 17,600 | 17,600 | 19,394 | ||
Construction equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 177,826 | 177,826 | 175,298 | ||
Office equipment, furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 2,787 | 2,787 | 2,994 | ||
Vehicles | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 4,434 | $ 4,434 | $ 4,991 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | |||||
Goodwill, Beginning Balance | $ 40,257 | $ 3,020 | $ 3,020 | ||
Goodwill, Acquired During Period | 37,237 | ||||
Goodwill, Purchase Accounting Adjustments | (2,884) | ||||
Goodwill, Ending Balance | $ 37,373 | 37,373 | 40,257 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 53,800 | 53,800 | 53,800 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (9,820) | (9,820) | (2,926) | ||
Finite-Lived Intangible Assets, Net | 43,980 | 43,980 | 50,874 | ||
Amortization of Intangible Assets | 3,400 | $ 100 | 6,900 | $ 100 | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 6,708 | 6,708 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 11,837 | 11,837 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 6,466 | 6,466 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 6,466 | 6,466 | |||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 5,841 | 5,841 | |||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 26,500 | 26,500 | 27,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (2,802) | (2,802) | (814) | ||
Finite-Lived Intangible Assets, Net | 23,698 | $ 23,698 | 26,186 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 3 months | ||||
Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 13,400 | $ 13,400 | 13,400 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (1,965) | (1,965) | (575) | ||
Finite-Lived Intangible Assets, Net | 11,435 | $ 11,435 | 12,825 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years 3 months | ||||
Order or Production Backlog [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Gross | 13,900 | $ 13,900 | 13,400 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | (5,053) | (5,053) | (1,537) | ||
Finite-Lived Intangible Assets, Net | $ 8,847 | $ 8,847 | $ 11,863 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 3 months |
Fair value of financial instr_3
Fair value of financial instruments - Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 4,247 | $ 23,082 |
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 | 4,247 | |
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 | 4,247 | |
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 instr_4
Fair value of financial instruments - Reconciliation of Level 3 Inputs (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Business Combination, Contingent Consideration [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Preferred Series B Stock - Additional Warrants | $ 0 |
Fair value adjustment | (18,835) |
Ending Balance, June 30, 2019 | 4,247 |
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 Stock - Additional Warrants | 4,200 |
Fair value adjustment | 0 |
Ending Balance, June 30, 2019 | 4,200 |
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 Stock - Additional Warrants | 400 |
Fair value adjustment | 0 |
Ending Balance, June 30, 2019 | $ 400 |
Fair value of financial instr_5
Fair value of financial instruments - Narrative (Details) - USD ($) | May 20, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 26, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Initial Contingent Shares | 9,000,000 | |||
stock price reduction on contingent consideration | 80.00% | |||
Share price (in dollars per share) | $ 2.04 | $ 8.61 | ||
Preferred stock, par value (in dollars per share) | $ 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 | $ 34,700,000 | |||
Business Combination, Contingent Consideration [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value adjustment | (18,835,000) | |||
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 | |||
10% Warrants at Fully Diluted Share Count | 10.00% | |||
Investment warrants, exercise price (in dollars per share) | $ 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 | |||
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 | |||
Investment warrants, exercise price (in dollars per share) | $ 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 |
Fair value of financial instr_6
Fair value of financial instruments - Fair Value Liabilities Measured on Nonrecurring Basis (Details) - Fair Value, Measurements, Nonrecurring [Member] $ in Thousands | Jun. 30, 2019USD ($) |
Series B Preferred Stock Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock FV | $ 34,700 |
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 | 10,700 |
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 | 34,700 |
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 |
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 |
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 |
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 |
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 | 34,700 |
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 | $ 10,700 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | $ 353,413 | $ 351,841 |
Debt Issuance Costs, Net | (43,897) | (23,534) |
Long-term Debt, Current Maturities | (31,422) | (32,580) |
Long-term debt, less current portion | 278,094 | 295,727 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 285,000 | 300,000 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 12,900 | 46,500 |
Series B Preferred Stock Liability [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 51,025 | 0 |
Commercial equipment notes | Term Loan - Long Term [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | $ 4,488 | $ 5,341 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Letters of credit contingently liable for | $ 2,658 | $ 3,006 | |
Surety bonds | $ 1,698,414 | $ 1,681,983 | |
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 | 10.60% | 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 | Jun. 30, 2019USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2019 | $ 27,601 |
2020 | 55,528 |
2021 | 50,939 |
2022 | 46,774 |
2023 | 45,822 |
Thereafter | 204,499 |
Contractual Obligation | $ 431,163 |
Commitments and contingencies -
Commitments and contingencies - Lease Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Capital lease obligations | $ 77,800 | $ 77,800 | $ 63,500 | ||
Capital leased assets, gross | 118,600 | 118,600 | 76,900 | ||
Capital leased assets, accumulated depreciation | (23,500) | (23,500) | (10,100) | ||
Capital leased assets, net | 95,100 | 95,100 | $ 66,800 | ||
Operating leases, rent expense | 1,529 | $ 496 | 5,241 | $ 989 | |
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year | $ 3,200 | 3,200 | |||
Cost, Maintenance | 2,300 | ||||
Sale Leaseback Transaction, Gross Proceeds, Financing Activities | $ 25,000 |
Concentrations (Details)
Concentrations (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
2019 | Concentration Company A [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 20.70% | 20.90% | |||
2019 | Concentration Company B [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 12.50% | 10.70% | |||
2019 | Concentration Company C [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.60% | 14.40% | |||
2019 | Concentration Company D [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 10.70% | ||||
2019 | Concentration Company E [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.90% | ||||
2019 | Concentration Company F [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 13.20% | 12.10% | |||
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 | 11.20% | 19.00% |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Contingency [Line Items] | ||||
Statutory federal tax rate | 21.00% | |||
Effective tax rates | 49.60% | 19.30% | 13.10% | 15.80% |
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 | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 31,422,000 | $ 16,799,000 | $ 38,195,000 | $ 13,714,000 |
Gross profit margin | 9.60% | 9.70% | 7.40% | 6.10% |
Revenue | $ 327,961,000 | $ 174,073,000 | $ 518,771,000 | $ 224,208,000 |
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 | $ 16,150,000 | $ 16,127,000 | $ 18,337,000 | $ 12,757,000 |
Gross profit margin | 9.00% | 9.50% | 7.20% | 5.90% |
Revenue | $ 179,149,000 | $ 168,919,000 | $ 254,209,000 | $ 217,885,000 |
Segment revenue as a percentage of total revenue | 54.60% | 97.00% | 49.00% | 97.20% |
Specialty Civil Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Profit | $ 15,272,000 | $ 672,000 | $ 19,858,000 | $ 957,000 |
Gross profit margin | 10.30% | 13.00% | 7.50% | 15.10% |
Revenue | $ 148,812,000 | $ 5,154,000 | $ 264,562,000 | $ 6,323,000 |
Segment revenue as a percentage of total revenue | 45.40% | 3.00% | 51.00% | 2.80% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
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% | ||
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 | $ 356 | $ 306 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event | Aug. 13, 2019USD ($)$ / sharesshares |
Subsequent Event [Line Items] | |
SeriesB Preferred Shares to be Issued in Equity Agreement | 50,000 |
Warrants Issued at Closing of Equity Agreement | 900,000 |
Equity Agreement Dollar Amount to be Funded | $ | $ 50,000,000 |
12 day funding requirement | 12 days |
Tranche2Shares | 110,000 |
Tranche2warrantsatclosing | 4,600,000 |
Tranche2fundingamount | $ | $ 110,000,000 |
Ares Contribution in Tranche 2 | 60.00% |
Other Investor Contribution Tranche 2 | 40.00% |
Preferred A Liquidation Percentage | 10.00% |
Maximum percentage of common shareholders tranche 2 | 15.00% |
Minimum investment for common to participate in tranche 2 | $ | $ 50,000 |
Aggregate Minimum | $ | $ 3,000,000 |
Series A Conversion Warrants in Tranche 2 | 1,250,000 |
Tender Offer Per Share Price | $ / shares | $ 5.12 |