Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 08, 2021 | Jun. 30, 2020 | |
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Document Fiscal Year Focus | 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-37796 | ||
Entity Registrant Name | Infrastructure and Energy Alternatives, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-4787177 | ||
Entity Address, Address Line One | 6325 Digital Way | ||
Entity Address, Address Line Two | Suite 460 | ||
Entity Address, City or Town | Indianapolis | ||
Entity Address, State or Province | IN | ||
Entity Address, Postal Zip Code | 46278 | ||
City Area Code | 800 | ||
Local Phone Number | 688-3775 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 43.5 | ||
Entity Common Stock, Shares Outstanding | 22,905,031 | ||
Entity Central Index Key | 0001652362 | ||
Common Stock | |||
Title of 12(b) Security | Common Stock, $0.0001 par value | ||
Trading Symbol | IEA | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Title of 12(b) Security | Warrants for Common Stock | ||
Trading Symbol | IEAWW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 164,041 | $ 147,259 |
Accounts receivable, net | 163,793 | 203,645 |
Contract assets | 145,183 | 179,303 |
Prepaid expenses and other current assets | 19,352 | 16,855 |
Total current assets | 492,369 | 547,062 |
Property, plant and equipment, net | 130,746 | 140,488 |
Operating Lease, Right-of-Use Asset | 36,461 | 43,431 |
Intangible assets, net | 25,434 | 37,272 |
Goodwill | 37,373 | 37,373 |
Company-owned life insurance | 4,250 | 4,752 |
Deferred income taxes | 2,069 | 12,992 |
Other assets | 438 | 1,551 |
Total assets | 729,140 | 824,921 |
Current liabilities: | ||
Accounts payable | 104,960 | 177,783 |
Accrued liabilities | 129,594 | 158,103 |
Contract liabilities | 118,235 | 115,634 |
Finance Lease, Liability, Current | 25,423 | 23,183 |
Current portion of operating lease obligations | 8,835 | 9,628 |
Current portion of long-term debt | 2,506 | 1,946 |
Total current liabilities | 389,553 | 486,277 |
Finance Lease, Liability, Noncurrent | 32,146 | 41,055 |
Operating Lease, Liability, Noncurrent | 29,154 | 34,572 |
Long-term debt, less current portion | 159,225 | 162,901 |
Debt - Series B Preferred Stock | 173,868 | 166,141 |
Series B Preferred Stock - Warrant Obligation | 9,200 | 17,591 |
Deferred compensation | 8,672 | 8,004 |
Total liabilities | 801,818 | 916,541 |
Commitments and contingencies | ||
Preferred stock, $0.0001 par value per share; 1,000,000 shares authorized; 17,483 and 17,483 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 17,483 | 17,483 |
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value per share; 150,000,000 and 100,000,000 shares authorized; 21,008,745 and 20,460,533 shares issued and 21,008,745 and 20,446,811 outstanding at December 31, 2020 and December 31, 2019, respectively | 2 | 2 |
Treasury Stock, Value | 0 | (76) |
Additional paid-in capital | 35,305 | 17,167 |
Accumulated deficit | (125,468) | (126,196) |
Total stockholders' deficit | (90,161) | (109,103) |
Total liabilities, preferred stock and stockholders' deficit | $ 729,140 | $ 824,921 |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 17,483 | 17,483 |
Preferred stock, shares outstanding (in shares) | 17,483 | 17,483 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 21,008,745 | 20,460,533 |
Common stock, shares outstanding (in shares) | 21,008,745 | 20,446,811 |
Treasury Stock, Shares | 13,722 |
Consolidated Balance Sheets Con
Consolidated Balance Sheets Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 17,483 | 17,483 |
Preferred stock, shares outstanding (in shares) | 17,483 | 17,483 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 21,008,745 | 20,460,533 |
Common stock, shares outstanding (in shares) | 21,008,745 | 20,446,811 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 1,752,905 | $ 1,459,763 | $ 779,343 |
Cost of revenue | 1,564,213 | 1,302,746 | 747,817 |
Gross profit | 188,692 | 157,017 | 31,526 |
Selling, general and administrative expenses | 113,266 | 120,186 | 72,262 |
Income (loss) from operations | 75,426 | 36,831 | (40,736) |
Other income (expense), net: | |||
Interest expense, net | (61,689) | (51,260) | (12,080) |
Contingent consideration fair value adjustment | 0 | 23,082 | 46,291 |
Other expense | (429) | (4,043) | (2,173) |
Income (loss) before (provision) benefit for income taxes | 13,308 | 4,610 | (8,698) |
(Provision) benefit for income taxes | (12,580) | 1,621 | 12,942 |
Net income | 728 | 6,231 | 4,244 |
Less: Convertible preferred stock dividends | (2,628) | (2,875) | (1,597) |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 0 | (23,082) | (46,291) |
Net Income (Loss) Available to Common Stockholders, Basic | $ (1,900) | $ (19,726) | $ (43,644) |
Earnings (loss) per common share - basic and diluted: | |||
Net (loss) Income per common share - basic and diluted (usd per share) | $ (0.09) | $ (0.97) | $ (2.01) |
Weighted average shares | |||
Weighted average common shares outstanding - basic and diluted (in shares) | 20,809,493 | 20,431,096 | 21,665,965 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Preferred Stock | Common Stock | Common StockCommon Stock | Additional Paid-in Capital | Additional Paid-in CapitalCommon Stock | Treasury Stock, Common [Member] | Treasury Stock, Common [Member]Common Stock | Accumulated Deficit | Accumulated DeficitPreferred Stock | Accumulated Other Comprehensive Income | Treasury StockTreasury Stock |
Beginning balance at Dec. 31, 2017 | $ (10,019) | $ 2 | $ 0 | $ (10,021) | $ 0 | ||||||||
Beginning balance (in shares) at Dec. 31, 2017 | 21,578 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 4,244 | 4,244 | |||||||||||
Share-based compensation | 1,072 | 1,072 | |||||||||||
Issuance of common stock | $ 5,276 | $ (34,965) | $ 5,276 | $ (34,965) | |||||||||
Issuance of stock (in shares) | 577 | ||||||||||||
Contingent consideration | (69,373) | (69,373) | |||||||||||
Merger recapitalization transaction | (25,816) | (25,816) | |||||||||||
Preferred dividends | (1,597) | (1,597) | |||||||||||
Ending balance at Dec. 31, 2018 | (131,178) | $ 2 | 4,751 | (135,931) | 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2018 | 22,155 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income | 6,231 | ||||||||||||
Earnout shares removed from outstanding shares | (1,805) | ||||||||||||
Share-based compensation | 4,016 | 4,016 | |||||||||||
Issuance of common stock | 159 | $ 0 | 235 | $ (76) | |||||||||
Treasury Stock, Shares, Acquired | (14) | ||||||||||||
Issuance of stock (in shares) | 111 | (14) | |||||||||||
Rights Offering Deemed Dividend | (1,383) | (1,383) | |||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 12,423 | 12,423 | |||||||||||
Merger recapitalization transaction | (2,754) | (2,754) | |||||||||||
Preferred dividends | (2,875) | (2,875) | |||||||||||
Ending balance at Dec. 31, 2019 | (109,103) | $ 2 | 17,167 | (126,196) | 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2019 | 20,461 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | 750 | 750 | |||||||||||
Treasury Stock, Common, Value | $ (76) | ||||||||||||
Net income | 728 | 728 | |||||||||||
Share-based compensation | 4,409 | 4,409 | |||||||||||
Issuance of common stock | 802 | 1,121 | $ (319) | ||||||||||
Treasury Stock, Shares, Acquired | (181) | 0 | 181 | ||||||||||
Warrants exercised for common shares | 2 | ||||||||||||
Issuance of stock (in shares) | 725 | (167) | |||||||||||
Founder shares exercised for common shares | 2 | ||||||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 15,631 | 15,631 | |||||||||||
Preferred dividends | (2,628) | (2,628) | |||||||||||
Ending balance at Dec. 31, 2020 | $ (90,161) | $ 2 | $ 35,305 | $ (125,468) | $ 0 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 21,009 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Treasury Stock, Common, Value | $ (395) | $ 0 | $ 395 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income | $ 728 | $ 6,231 | $ 4,244 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 47,682 | 48,220 | 16,699 |
Contingent consideration fair value adjustment | 0 | (23,082) | (46,291) |
Fair Value Adjustment of Warrants | 828 | 2,262 | 0 |
Amortization of debt discounts and issuance costs | 12,871 | 5,435 | 1,321 |
Loss on extinguishment of debt | 0 | 0 | 1,836 |
Share-based compensation expense | 4,409 | 4,016 | 1,072 |
Deferred compensation | 668 | 1,847 | (482) |
Allowance for doubtful accounts | (75) | 33 | (174) |
Dividends, Preferred Stock, Paid-in-kind | 7,959 | 10,389 | 0 |
Deferred income taxes | 11,136 | (1,563) | (12,017) |
Other, net | 1,564 | 1,623 | 1,034 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 39,927 | (42,312) | (36,430) |
Contract assets | 34,120 | (67,222) | (2,901) |
Prepaid expenses and other assets | (2,501) | (4,222) | (2,123) |
Accounts payable and accrued liabilities | (104,172) | 84,689 | 95,398 |
Contract liabilities | 2,601 | 53,468 | 25,832 |
Net cash provided by operating activities | 57,745 | 79,812 | 47,018 |
Cash flows from investing activities: | |||
Company-owned life insurance | 502 | (898) | 396 |
Purchases of property, plant and equipment | (9,684) | (6,764) | (4,230) |
Proceeds from sale of property, plant and equipment | 6,069 | 8,272 | 690 |
Acquisition of businesses, net of cash acquired | 0 | 0 | (166,690) |
Net cash (used in) provided by investing activities | (3,113) | 610 | (169,834) |
Cash flows from financing activities: | |||
Proceeds from long-term debt and line of credit - short-term | 72,000 | 50,400 | 497,272 |
Payments on long-term debt | (83,921) | (217,034) | (155,359) |
Payments on line of credit - short-term | 0 | 0 | (38,447) |
Extinguishment of debt | 0 | 0 | (53,549) |
Debt financing fees | (896) | (22,246) | (26,641) |
Payments on finance lease obligations | (26,184) | (22,850) | (7,138) |
Sale Leaseback Transaction, Net Proceeds, Financing Activities | 0 | 24,343 | 0 |
Preferred dividends | 0 | 0 | (1,072) |
350000 | 350 | 180,000 | 0 |
Proceeds, Issuance of Shares, Share-based Payment Arrangement, Including Option Exercised | 801 | 159 | 0 |
Merger recapitalization transaction | 0 | 2,754 | (25,816) |
Net cash (used in) provided by financing activities | (37,850) | (4,474) | 189,250 |
Net change in cash and cash equivalents | 16,782 | 75,948 | 66,434 |
Cash and cash equivalents, beginning of the period | 147,259 | 71,311 | 4,877 |
Cash and cash equivalents, end of the period | 164,041 | 147,259 | 71,311 |
Supplemental disclosures: | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 41,076 | 35,950 | 10,817 |
Cash paid (refund) for income taxes | (1,001) | (173) | (962) |
Acquisition of assets/liabilities through finance lease | 19,172 | 2,018 | 48,951 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 6,491 | 28,498 | 0 |
Acquire Property, Plant and Equipment through Notes Payable | 1,343 | 1,937 | 0 |
Series A Exchanged for Series B Preferred Stock including accrued dividend | 0 | 19,124 | 0 |
Merger-related contingent consideration | 0 | 0 | 69,373 |
Issuance of common stock | 0 | 0 | 95,558 |
Issuance of preferred stock | 0 | 0 | 34,965 |
Preferred dividends declared | $ 2,628 | $ 2,875 | $ 525 |
Business, Basis of Presentation
Business, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business, Basis of Presentation and Significant Accounting Policies | Business, Basis of Presentation and Significant Accounting Policies Infrastructure and Energy Alternatives, Inc. (f/k/a M III Acquisition Corporation (“M III”)), a Delaware corporation, is a holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, “IEA” or the “Company”). 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, but has recently focused on further expansion into the solar market and with our 2018 acquisitions expanded its construction capabilities and geographic footprint in the areas of renewables, environmental remediation, industrial maintenance, specialty paving, heavy civil and rail infrastructure construction, creating a diverse national platform of specialty construction capabilities. Reportable Segments The Company has two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 14. Segments for a description of the reportable segments and their operations. Operations prior to the Merger are the historical operations of IEA Services as discussed in Note 2. Merger and Acquisitions . Acquisitions On March 26, 2018 (the “Closing Date”), the Company completed a merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated November 3, 2017 (as amended, the “Merger Agreement”), by and among M III, IEA Energy Services, LLC (“IEA Services”), a Delaware limited liability company, Infrastructure and Energy Alternatives, LLC (the “Seller”), a Delaware limited liability company and the parent of IEA Services immediately prior to such time, and the other parties thereto, which provided for, among other things, the merger of IEA Services with and into a wholly-owned subsidiary of M III. Following the Merger, M III Acquisition Corporation changed its name to Infrastructure and Energy Alternatives, Inc. See Note 2. Merger and Acquisitions for more information about the Merger. On September 25, 2018, IEA Services completed its acquisition of Consolidated Construction Solutions I LLC (“CCS”), provide EPC services, through its wholly-owned subsidiaries, Saiia LLC (“Saiia”) and American Civil Constructors LLC (the “ACC Companies”) for environmental, heavy civil and mining projects. On November 2, 2018, IEA Services completed its acquisition of William Charles Construction Group, including its wholly-owned subsidiary Ragnar Benson (“William Charles”), a provider of engineering and construction solutions for the rail infrastructure and heavy civil construction industries. See Note 2. Merger and Acquisitions for further discussion of these acquisitions. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Infrastructure and Energy Alternatives, Inc. and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Services, IEA Management Services, Inc., IEA Constructors, LLC (f/k/a IEA Renewable, Inc.), White Construction, LLC (“White”), Bianci Electrical, LLC (f/k/a White Electrical Constructors, Inc.), IEA Equipment Management, Inc., White’s wholly-owned subsidiary H.B. White Canada Corp. (“H.B. White”), and CCS and William Charles from their dates of acquisition. All intercompany accounts and transactions are eliminated in consolidation. Basis of Accounting and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and profit or loss from construction projects; fair value estimates related to warrant liabilities; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. The Company maintains cash balances in various United States (“US”)-backed banks, which, at times, may exceed the amounts insured by the Federal Deposit Insurance Corporation. Accounts Receivable The Company does not charge interest to its customers and carries its customer receivables at their face amounts, less an allowance for doubtful accounts. Accounts receivable and contract assets include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not expected to be collected within one year. The Company grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable and contract assets balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written off against the allowance for doubtful accounts. Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Allowance for doubtful accounts at beginning of period $ 75 $ 42 $ 216 Plus: provision for (reduction in) allowance (75) 33 (174) Less: write-offs, net of recoveries — — — Allowance for doubtful accounts at period-end $ — $ 75 $ 42 Revenue Recognition The Company adopted the requirements of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which is also referred to as Accounting Standards Codification (“ASC”) Topic 606, under the modified retrospective transition approach effective January 1, 2019, with application to all existing contracts that were not substantially completed as of January 1, 2019. The impacts of adoption on the Company’s retained earnings on January 1, 2019 was primarily related to variable consideration on unapproved change orders. The cumulative impact of adopting Topic 606 required net adjustments of $750,000 to the statement of operations among revenue, cost of revenue and income taxes, thereby reducing income for the year ended December 31, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the December 31, 2019, statement of cash flows to reflect the impact of adoption. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Revenue is recognized by the Company primarily over time utilizing the cost-to-cost measure of progress for fixed price contracts and is based on costs for time and materials and other service contracts, consistent with the Company’s previous revenue recognition practices. The adoption of Topic 606 did not have a material effect on the Company's consolidated financial statements; related to revenues, contract assets/liabilities, deferred taxes and net loss as compared with the Company’s previous revenue recognition practices under ASC Topic 605. Contracts The Company derives revenue primarily from construction projects performed under contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system. Contracts contain multiple pricing options, such as fixed price, time and materials, or unit price. Generally, renewable energy projects are performed for private customers while Specialty Civil projects are performed for various governmental entities. Revenue derived from projects billed on a fixed-price basis totaled 97.7%, 94.8% and 96.2% of consolidated revenue from continuing operations for the years ended December 31, 2020, 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 totaled 2.3%, 5.2% and 3.8% of consolidated revenue from continuing operations for the years ended December 31, 2020, 2019 and 2018, respectively. Construction contract revenue is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered. Contract costs include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. Performance Obligations A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. With the exception of certain Specialty Civil service contracts, the majority of the Company’s performance obligations are completed within one year. When more than one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation. Remaining performance obligations represent the amount of unearned transaction prices for fixed price contracts and open purchase orders for which work is wholly or partially unperformed. As of December 31, 2020, the amount of the Company’s remaining performance obligations was $1,328.0 million. The Company expects to recognize approximately 83.1% of its remaining performance obligations as revenue in 2021, with the remainder recognized primarily in 2022. Revenue recognized from performance obligations satisfied in previous periods was $(10.0) million and $11.3 million for the years ended December 31, 2020 and 2019, respectively. Variable Consideration Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer, legal evaluations and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of December 31, 2020 and 2019, the Company included approximately $52.6 million and $73.3 million, respectively, on unapproved change orders and/or claims in the transaction price for certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company actively engages with its customers to complete the final approval process, and generally expects these processes to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts. Disaggregation of Revenue The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue for the years ended: (in thousands) December 31, 2020 December 31, 2019 Renewables Wind 1,033,204 830,653 Solar 109,638 3,376 $ 1,142,842 $ 834,029 Specialty Civil Heavy civil 356,616 351,476 Rail 166,948 174,332 Environmental 86,499 99,926 $ 610,063 $ 625,734 Concentrations The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Year Ended December 31, December 31, 2020 2019 2018 2020 2019 Company A (Renewables Segment) * * 21.0 * * Company B (Specialty Civil Segment) * 10.9 * * * ——— * Amount was not above 10% threshold. Self-Insurance The Company is self-insured up to the amount of its deductible for its medical and workers’ compensation insurance policies. For the years ended December 31, 2020, 2019 and 2018, the Company maintained insurance policies subject to per claim deductibles of $0.5 million, for its workers' compensation policy. Liabilities under these insurance programs are accrued based upon management’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported with assistance from third-party actuaries. The Company’s recorded liability for employee group medical claims is based on analysis of historical claims experience and specific knowledge of actual losses that have occurred. The Company is also required to post letters of credit and provide cash collateral to certain of its insurance carriers and to obtain surety bonds in certain states. The Company’s self-insurance liability is reflected in the consolidated balance sheets within accrued liabilities. The determination of such claims and expenses and the appropriateness of the related liability is reviewed and updated quarterly, however, these insurance liabilities are difficult to assess and estimate due to unknown factors, including the severity of an injury, the determination of the Company’s liability in proportion to other parties and the number of incidents not reported. Accruals are based upon known facts and historical trends. Although management believes its accruals are adequate, a change in experience or actuarial assumptions could materially affect the Company’s results of operations in a particular period. Company-Owned Life Insurance The Company has life insurance policies on certain key executives. Company-owned life insurance is recorded at its cash surrender value or the amount that can be realized. As of December 31, 2020 and 2019, the Company had a long-term asset of $4.3 million and $4.8 million, respectively, related to these policies. For the years ended December 31, 2020, 2019 and 2018, the Company recognized a decrease of $502, an increase of $898 and a decrease of $396, respectively, in the cash surrender value of these policies. Leases In the ordinary course of business, the Company enters into agreements that provide financing for machinery and equipment and for other of its facility, vehicle and equipment needs. The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business need are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined. Otherwise, the Company's incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost, or if acquired in a business combination, at the acquisition-date fair value, less accumulated depreciation. Depreciation of property, plant and equipment, including property and equipment under capital leases, is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in cost of revenue. The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years Intangible Assets, Net The Company's intangible assets represent finite-lived assets that were acquired in a business combination, consisting of customer relationships, trade names and backlog, and are recorded at acquisition-date fair value, less accumulated amortization. These assets are amortized over their estimated lives, which are generally based on contractual or legal rights. Amortization of customer relationship and trade name intangibles is recorded within selling, general and administrative expenses in the consolidated statements of operations, and amortization of backlog intangibles is recorded within cost of revenue. The straight-line method of amortization is used because it best reflects the pattern in which the economic benefits of the intangibles are consumed or otherwise used up. The amounts and useful lives assigned to intangible assets acquired impact the amount and timing of future amortization. Impairment of Property, Plant and Equipment and Intangibles Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. There were no impairments of property, plant and equipment or intangible assets recognized during the years ended December 31, 2020, 2019 and 2018. Goodwill Goodwill represents the excess purchase price paid over the fair value of acquired intangible and tangible assets. Goodwill is assessed annually for impairment on October 1st and tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The quantitative assessment for goodwill requires us to estimate the fair value of each reporting unit carrying goodwill using a weighted combination of the income and market approaches. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions including preparation of revenue and profitability forecasts, selection of a discount rate and selection of a long-term growth rate. The market approach uses an analysis of stock prices and enterprise values of a set of guideline public companies to arrive at a market multiple that is used to estimate fair value. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company would record an impairment charge equal to the difference, not to exceed the carrying amount of goodwill. The Company estimated the fair value of the William Charles and CCS reporting units as of the measurement date using a combination of income and market approaches weighted equally. The major assumptions that factored into the valuations are the projected future cash flows, estimated using projected revenues and profitability of each reporting unit, selected long-term growth rates, as well as the discount rate used to present value the future cash flows. The tests determined that goodwill was not impaired as of the measurement date for 2020, since the estimated fair values of the reporting units exceeded their net book values by over 100.0% and 18.3% for William Charles and CCS, respectively. There can be no assurance that a future goodwill impairment doesn't exist if future events are less favorable than what we assumed or estimated in our impairment analysis. Contingent Consideration As part of the Merger, the Company agreed to issue additional common shares to the Seller upon satisfaction of financial targets for 2019 and 2018. This contingent liability, which was presented as contingent consideration in the consolidated balance sheets, was measured at its estimated fair value as of the Closing Date using a Monte Carlo simulation and subsequent changes in fair value were recorded within other (expense) income, net in the consolidated statement of operations. See Note 7. Fair Value of Financial Instruments for further discussion. Debt Issuance Costs Financing costs incurred with securing a term loan or series B preferred stock are deferred and amortized to interest expense, net over the maturity of the respective agreements using the effective interest method and are presented as a direct deduction from the carrying amount of the related debt. Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense, net over the contractual term of the arrangement on a straight-line basis and are presented as a direct deduction from the carrying amount of the related debt. Stock-Based Compensation The 2018 Equity Plan grants stock options (“Options”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain key employees and members of the Board of Directors of the Company (the “Board”) for their services. The Company recognizes compensation expense for these awards in accordance with the provisions of ASC 718, Stock Compensation , which requires the recognition of expense related to the fair value of the awards in the Company’s consolidated statement of operations. The Company estimates the grant-date fair value of each award at issuance. For awards subject to service-based vesting conditions, the Company recognizes compensation expense equal to the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Litigation and Contingencies Accruals for litigation and contingencies are reflected in the consolidated financial statements based on management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement , which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inpu |
Merger and Acquisitions
Merger and Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Merger and Acquisitions | Merger and Acquisitions Merger and Recapitalization The Merger, as described in Note 1. Business, Basis of Presentation and Significant Accounting Policies , has been accounted for as a reverse recapitalization in accordance with GAAP. As such, IEA Services is treated as the continuing company and M III is treated as the ‘‘acquired’’ company for financial reporting purposes. This determination was primarily based on IEA Services’ operations comprising substantially all of the ongoing operations of the post-combination company, M III directors not constituting a majority of the Board of the post-combination company, IEA Services’ senior management comprising substantially all of the senior management of the post-combination company and the Seller holding a 48.3% voting interest in the Company, while no single M III shareholder holds more than a 20% voting interest. Accordingly, for accounting purposes, the Merger is treated as the equivalent of IEA Services issuing stock for the net assets of M III, accompanied by a recapitalization. At the time of the Merger, the net assets of M III were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are the historical operations of IEA Services. The amount of merger consideration paid at the Closing Date to IEA (the “Merger Consideration”) was $81.4 million in cash, and 10,428,500 shares of common stock and 34,965 shares of Series A convertible preferred stock with an aggregate stated value of $126.3 million at the Closing Date. Immediately following the closing, the Seller owned approximately 48.3% of the Company’s common stock and other stockholders owned approximately 51.7% of the Company’s outstanding common stock. The Merger Consideration was subject to adjustment based on final determinations of IEA Services’ closing date working capital and indebtedness, which determination was finalized approximately 45 days after the Closing Date with minimal impact to the Merger Consideration as calculated on the Closing Date of the Merger. Pursuant to the Merger Agreement, the Company was required to issue to the Seller up to an additional 9.0 million common shares in the aggregate based upon satisfaction of financial targets for 2018 and 2019. The financial targets were not achieved. For further discussion see Note 7. Fair Value of Financial Instruments for further discussion. Acquisitions CCS On September 25, 2018, the Company acquired CCS for $106.6 million in cash. The Company financed this acquisition through borrowings on its new credit facility as discussed in Note 8. Debt and Series B Preferred Stock . The wholly-owned subsidiaries of CCS, Saiia and the ACC Companies, generally enter into long-term contracts with both government and non-government customers to provide EPC services for environmental, heavy civil and mining projects. This acquisition was accounted for as a business combination under the acquisition method of accounting. William Charles On November 2, 2018, IEA Services acquired William Charles for $77.7 million, consisting of $73.2 million in cash and $4.5 million of the Company's common stock (477,621 common shares at $9.45 share price). The Company financed the cash portion of this acquisition through borrowings on its credit facility as discussed in Note 8. Debt and Series B Preferred Stock . William Charles generally enters into long-term contracts with both government and non-government customers to provide EPC services for rail civil infrastructure, environmental and heavy civil projects. This acquisition was accounted for as a business combination under the acquisition method of accounting. Acquisition Accounting The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the respective acquisition date at fair value for the business combinations described above. The values for CCS were finalized as of June 30, 2019 and finalized for William Charles as of September 30, 2019. Identifiable assets acquired and liabilities assumed (in thousands) CCS (1) William Charles (2) 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 (3) 19,500 7,000 Trade names (3) 8,900 4,500 Backlog (3) 8,400 5,500 Deferred income taxes (4) (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, including current portion (1,124) — Other non-current liabilities (704) (907) Total identifiable net assets 76,806 73,098 Goodwill 29,773 4,581 Total purchase consideration $ 106,579 $ 77,679 ——— (1) The estimated acquisition-date fair values pertaining to CCS reflect the following significant changes from December 31, 2018: an increase to property, plant and equipment of $2.5 million, an increase to deferred income taxes of $1.6 million, and a decrease to goodwill of $4.1 million. (2) The estimated acquisition-date fair values pertaining to William Charles reflect the following change from December 31, 2018; a decrease to property, plant and equipment of $1.2 million and an increase to goodwill of $1.2 million. (3) See Note 5. Goodwill and Intangible Assets, Net for disclosure of the weighted average amortization period for each major class of acquired intangible asset. (4) The Company's consolidated deferred income taxes are presented as a net deferred tax asset (long-term) in the consolidated balance sheet as of December 31, 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 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 included in the Company's Specialty Civil segment and is deductible for income tax purposes over a 15-year period, 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 consolidated statement of operations for CCS and William Charles from their respective date of acquisition. Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 (in thousands) CCS William Charles CCS William Charles CCS William Charles Revenue $ 253,595 $ 339,380 $ 281,095 $ 301,185 $ 76,029 $ 49,607 Net (loss) income (136) 12,401 39 11,702 (613) 2,256 Acquisition-related expenses incurred by the Company for the acquisitions of CCS and William Charles were $6.6 million and $7.6 million, respectively, for the year ended December 31, 2018, and are included within selling, general and administrative expenses in the consolidated statement of operations. The expenses primarily consisted of professional services and adviser fees. There were no acquisition-related expenses incurred for the years ended December 31, 2020 and 2019. Supplemental Pro Forma Results The following table provides the pro forma results of the Company had the acquisition date of CCS and William Charles been the first day of IEA's fiscal year 2018 statement of operation results. (in thousands, except per share data) Year Ended December 31, 2018 Revenue $ 1,257,616 Net (loss) income (840) Net (loss) income per common share - basic and diluted (2.25) The amounts in the supplemental unaudited pro forma results apply the Company's accounting policies and reflect certain adjustments to, among other things, (i) exclude the impact of transaction costs incurred in connection with the acquisitions, (ii) include additional depreciation and amortization that would have been charged assuming the same fair value adjustments to property, plant and equipment and acquired intangibles had been applied on January 1, 2018 and (iii) include additional interest expense that would have been charged assuming the incremental borrowings the Company incurred to finance the acquisitions had been outstanding on January 1, 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. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Contractors [Abstract] | |
Contracts in Progress | Contract Assets and Liabilities We bill our customers based on contractual terms, including, milestone billings based on the completion of certain phases of the work. Sometimes, billing occurs after revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes we receive advance mobilization payments from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability. Contract assets in the Consolidated Balance Sheets represents the following: • costs and estimated earnings in excess of billings, which arise when revenue has been recorded but the amount has not been billed; and • retainage amounts for the portion of the contract price earned by us for work performed but held for payment by the customer as a form of security until we reach certain construction milestones or complete the project. Contract assets consist of the following: December 31, (in thousands) 2020 2019 Costs and estimated earnings in excess of billings on uncompleted contracts $ 51,367 $ 91,543 Retainage receivable 93,816 87,760 $ 145,183 $ 179,303 Contract liabilities consist of the following: December 31, (in thousands) 2020 2019 Billings in excess of costs and estimated earnings on uncompleted contracts $ 117,641 $ 115,570 Loss provision for contracts in progress 594 64 $ 118,235 $ 115,634 The contract receivables amount as of December 31, 2019, include unapproved change orders of approximately $9.2 million for which the Company was pursuing settlement through dispute resolution. The Company agreed to settle the unapproved change order dispute in the second quarter of 2020. Revenue recognized for the year ended December 31, 2020, that was included in the contract liability balance at December 31, 2019 was approximately $114.7 million. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment consisted of the following as of the dates indicated: December 31, (in thousands) 2020 2019 Buildings and leasehold improvements $ 4,402 $ 2,919 Land 17,600 17,600 Construction equipment 192,402 173,434 Office equipment, furniture and fixtures 3,620 3,487 Vehicles 7,326 6,087 Total property, plant and equipment 225,350 203,527 Accumulated depreciation (94,604) (63,039) Property, plant and equipment, net $ 130,746 $ 140,488 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net The following table provides the changes in the carrying amount of goodwill for 2020 and 2019: (in thousands) Renewables Specialty Civil Total January 1, 2019 $ 3,020 $ 37,237 $ 40,257 Acquisition adjustments — (2,884) (2,884) December 31, 2019 3,020 34,353 37,373 Acquisition adjustments — — — December 31, 2020 $ 3,020 34,353 $ 37,373 Intangible assets consisted of the following as of the dates indicated: December 31, 2020 December 31, 2019 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 26,500 $ (8,481) $ 18,019 5 years $ 26,500 $ (4,695) $ 21,805 6 years Trade names 13,400 (5,985) 7,415 3 years 13,400 (3,305) 10,095 4 years Backlog 13,900 (13,900) — 0 years 13,900 (8,528) 5,372 1 year $ 53,800 $ (28,366) $ 25,434 $ 53,800 $ (16,528) $ 37,272 Amortization expense associated with intangible assets for the years ended December 31, 2020, 2019 and 2018 totaled $11.8 million, $13.6 million and $3.0 million, respectively. The following table provides the expected annual intangible amortization expense: (in thousands) 2021 2022 2023 2024 2025 Amortization expense $ 6,466 $ 6,466 $ 5,841 $ 3,786 $ 2,875 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consisted of the following as of the dates indicated: December 31, (in thousands) 2020 2019 Accrued project costs $ 63,486 $ 120,755 Accrued compensation and related expenses 42,672 26,367 Other accrued expenses 23,436 10,981 $ 129,594 $ 158,103 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Series B Preferred Stock - Anti-dilution warrants — — 8,800 8,800 — — 4,317 4,317 Series B-1 Preferred Stock - Performance warrants — — 400 400 — — 400 400 Series B-3 Preferred - Closing Warrants — — — — — — 11,491 11,491 Rights offering — — — — — — 1,383 1,383 Total liabilities $ — $ — $ 9,200 $ 9,200 $ — $ — $ 17,591 $ 17,591 The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the years ended December 31, 2020, 2019 and 2018. (in thousands) Contingent Consideration Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Series B-3 Preferred - Closing Warrants Rights Offering Beginning Balance, January 1, 2018 $ — $ — $ — $ — $ — Contingent consideration issued during Merger 69,373 — — — — Fair value adjustment - (gain) loss recognized in other income (46,291) — — — — Beginning Balance, December 31, 2018 $ 23,082 $ — $ — $ — $ — Preferred Series B Stock - initial fair value — 5,646 400 7,900 1,383 Fair value adjustment - (gain) loss recognized in other income (23,082) (1,329) — 3,591 — Ending Balance, December 31, 2019 $ — $ 4,317 $ 400 $ 11,491 $ 1,383 Fair value adjustment - (gain) loss recognized in other income — (491) — 1,677 (1,383) Transfer to non-recurring fair value instrument (liability) — 7,400 — — — Transfer to non-recurring fair value instrument (equity) — (2,426) — (13,168) — Ending Balance, December 31, 2020 $ — $ 8,800 $ 400 $ — $ — In 2019, the Company entered into three equity agreements and issued Series B Preferred Stock as discussed in Note 8. Debt and Series B Preferred Stock . The agreements require that on the conversion of any of the Convertible Series A Preferred Stock to common shares, the Series B Preferred Stock will receive additional warrants (Anti-dilution Warrants) to purchase common shares at a price of $0.0001 per share. The agreements also require that if the Company fails to meet a certain Adjusted EBITDA (as that term is defined in the agreements) threshold on a trailing twelve-month basis from May 31, 2020 through April 30, 2021, the Series B Preferred Stock will receive additional warrants (Performance Warrants) to purchase common shares at $0.0001 per share. On May 20, 2019, the conversion rights for the Series A Preferred Stock were amended to allow the holders of Series A Preferred Stock to convert all or any portion of Series A Preferred Stock outstanding at any point in time. The information below describes the balance sheet classification and the recurring fair value measurement for these requirements: Contingent Consideration Pursuant to the Merger Agreement, the Company was required to issue up to an additional 9,000,000 shares of common stock, if the 2018 and 2019 adjusted EBITDA targets were achieved. The Company did not achieve the Adjusted EBITDA targets which resulted in fair value adjustments to the contingent liability. Series B Preferred Stock - Anti-dilution Warrants The number of common shares attributable to the warrants issued to Series B Preferred Stockholders upon conversion by Series A Preferred Stockholders is determined on a 30-day trading volume weighted average price. The Anti-dilution warrant liability was valued using the stock price at the end of the quarter and were recorded as a liability. Series B-1 Preferred Stock - Performance Warrants The warrant liability was recorded at fair value as a liability, 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. Series B-3 Preferred - Closing Warrants See further discussion on Series B-3 Preferred - Closing Warrants in Note 8. Debt and Series B Preferred Stock. Rights Offering The Company conducted a rights offering in connection with the offering of the Series B Preferred Stock. The rights offering fair value was recorded as a liability and was a deemed dividend to common stockholders. On March 4, 2020 we completed the rights offering and removed the liability associated with the fair value. The following table sets forth information regarding the Company's equity and liabilities measured at fair value on a non-recurring basis at December 31, 2019. There was no such assets or liabilities at December 31, 2020: December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Series B Preferred Stock $ — $ — $ 153,400 $ 153,400 Equity: Series B-1 and B-2 Preferred Stock - Warrants at closing $ — $ — $ 14,100 $ 14,100 Other financial instruments of the Company not listed in the table above primarily consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values, based on the nature and short maturity of these instruments, and they are presented in the Company's consolidated balance sheets at carrying cost. Additionally, management believes that the carrying value of the Company's outstanding debt balances, further discussed in Note 8. Debt and Series B Preferred Stock , approximate fair value due to their floating interest rates. |
Debt and Series B Preferred Sto
Debt and Series B Preferred Stock | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt and Series B Preferred Stock | Debt and Series B Preferred Stock Debt consists of the following obligations as of: December 31, (in thousands) 2020 2019 Term loan $ 173,345 $ 182,687 Commercial equipment notes 5,582 4,456 Total principal due for long-term debt 178,927 187,143 Unamortized debt discount and issuance costs (17,196) (22,296) Less: Current portion of long-term debt (2,506) (1,946) Long-term debt, less current portion $ 159,225 $ 162,901 Debt - Series B Preferred Stock $ 185,396 $ 180,444 Unamortized debt discount and issuance costs (11,528) (14,303) Long-term Series B Preferred Stock $ 173,868 $ 166,141 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. The Third A&R Credit Agreement provides for a term loan facility of $300.0 million and a revolving line of credit of $50.0 million, which is available for revolving loans and letters of credit. Availability on the line of credit is subject to customary borrowing base calculations. Term loan borrowings mature on September 25, 2024 and the Company is required to pay amortization payments every quarter beginning in the third quarter of 2022, in an amount equal to 2.5% of the aggregate principal amount of such loans. Beginning with 2020, an additional annual payment is required equal to 75% of Excess Cash Flow (as defined in the “Third A&R Credit Agreement”) for the preceding fiscal year if such Excess Cash Flow is greater than $2.5 million, with the percentage of Excess Cash Flow subject to reduction based upon the Company’s consolidated leverage ratio. Borrowings under the term loan are required to be repaid on the last business day of each March, June, September and December, continuing with the first fiscal quarter following the effective date of the Third A&R Credit Agreement, in an amount equal to 2.5% of the initial balance of the initial term loan and will not be able to be reborrowed. Borrowings under the revolving line of credit mature on September 25, 2023. Interest on the consenting lender term loan tranche accrues at a per annum interest 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 (y) for alternative base rate loans, 5.75%. 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 on borrowings under this credit facility as of December 31, 2020 and 2019, was 7.00% and 10.35%, respectively. Under the Third A&R Credit Agreement the Company may at times prepay the outstanding debt balance but is subject to a Make-Whole Premium, as defined by the agreement until May 2021. First Amendment to Third A&R Credit Agreement On October 30, 2020, the Company entered into a First Amendment to its Third A&R Credit Agreement (the “Amendment”). The Amendment provides for, among other things, an increase in the revolving credit commitments previously available by $25.0 million, bringing the aggregate principal amount of the revolving credit commitments under the Third A&R Credit Agreement to $75.0 million, upon the terms and subject to the satisfaction of the conditions set forth in the Third A&R Credit Agreement, as amended by the Amendment. In addition, the Amendment provides that after October 30, 2020 and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, the percentage per annum interest rate for revolving loans and swing line loans is, at the Company’s option, (x) LIBOR plus a margin of 2.75% or (y) the applicable base rate plus a margin of 1.75%. Thereafter, for any day, the applicable percentage per annum interest rate for revolving loans and swing line loans is LIBOR plus a marign or the base rate plus a margin depending upon the Company’s First Lien Net Leverage Ratio as of the last day of the most recently ended consecutive four fiscal quarter period. The Amendment also further specifies the unused commitment fee rate. After October 30, 2020, and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, the rate is 0.40% per annum . Thereafter, for any day, the applicable percentage per annum depends upon the Company’s First Lien Net Leverage Ratio. 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 as defined therein are subject provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed (i) prior to the fiscal quarter ending December 31, 2019, 4.75:1.0, (ii) from and after the fiscal quarter ending December 31, 2020, 3.50:1.0, (iii) from an 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. 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. Debt - Series B Preferred Stock In 2019, the Company entered into three equity agreements with Ares Management, LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts (“Ares”) and funds managed by Oaktree Capital Management (“Oaktree”). These resulted in Series B-1 Preferred Stock (the “Series B-1 Preferred Stock”), Series B-2 Preferred Stock (the “Series B-2 Preferred Stock”) and Series B-3 Preferred Stock (the “Series B-3 Preferred Stock”) (collectively referred to as “Series B Preferred Stock”). The Series B Preferred Stock is a mandatorily redeemable financial instrument under ASC Topic 480 and has been recorded as a liability using the effective interest rate method for each tranche. The mandatory redemption date for all tranches of the Series B Preferred is February 15, 2025 and if paid before the redemption date, the Company is subject to a Make-Whole payment o f 1.5 times the stated value less any cash paid dividends. The Series B Preferred Stock requires quarterly dividend payments calculated at a 12% annual rate on all outstanding Series B Preferred Stock when the Company’s First Lien Net Leverage Ratio (as defined in the Third A&R Credit Agreement) is less than or equal to 1.50:1.0 and a 13.5% rate if the ratio if greater. The Series B Preferred Stock agreements allow the Company to accrue, but not pay, the dividends at a 15.0% annual rate. Accrued dividends increase the amount of Series B Preferred Stock. Accrued dividends were $18.3 million and $10.4 million at December 31, 2020 and 2019, respectively. Prior to June 30, 2020, the Company accrued its Series B Preferred Stock payments; the June 30, September 30, and December 31, 2020 payments were made in cash. Dividend payments are not deductible in calculating the Company’s federal and state income taxes. In connection with each of the Series B Preferred Stock transactions, the Company provided warrants with an exercise price of $0.0001 as follows: • On May 20, 2019, the Company received $50.0 million at the closing of the Series B-1 Preferred Stock and issued 2,545,934 warrants which was an amount equal to 10% of the issued and outstanding common stock of the Company based on the Company's fully diluted share count. The warrants were valued at the closing stock price of $4.21 and were recorded as additional paid in capital. • On August 30, 2019, the Company received $50.0 million at the closing of the Series B-2 Preferred Stock and issued 900,000 warrants. The warrants were valued at the closing stock price of $3.75 and recorded as additional paid in capital. • On November 14, 2019, the Company received $80.0 million and issued 3,568,750 warrants which were preliminarily valued at the closing stock price of $2.20 and were recorded as a liability. On January 21, 2020 the Company received shareholder approval for the issuance of the warrants and the liability was marked to market at a price of $3.69 and recorded as additional paid in capital. • On November 14, 2019, the holders of Series A Preferred Stock converted 50% of their shares to Series B Preferred Stock thereby reducing the potential dilution of converted shares. The holders of Series A Preferred Stock were issued 657,383 warrants which were preliminarily valued at the closing stock price of $2.20 and were recorded as a liability. On January 21, 2020, the Company received shareholder approval for the issuance of the warrants and the liability was marked to market at a price of $3.69 and recorded as additional paid in capital. • As a part of the Series B-3 Preferred Stock transactions, the Company conducted a rights offering which provided common shareholders a right to purchase Series B Preferred Stock and warrants. The offering was preliminarily valued using a Black-Scholes model and was recorded as a liability. On March 4, 2020, the rights offering was completed. The Company received $350 and issued 12,029 warrants valued at a closing price of $3.08. The liability was transferred to additional paid in capital. • The Series B-3 Preferred Stock agreement also required that the Company issue additional Series B Preferred Stock of approximately $15.0 million in 2019 (the 2019 Commitment) and $15.0 million (the 2020 Commitment) if the Company did not attain specified debt and liquidity levels. The Company met the 2019 Commitments, and the 2019 Commitment was cancelled. On July 22, 2020, the Company and Series B Preferred Stockholders entered into an agreement which terminated the 2020 Commitment and the Company paid $1,322 (recorded as interest expense) in full satisfaction of the 2019 Commitment and 2020 Commitment Fees and reimbursed certain expenses in the amount of $344 (recorded as selling, general and administrative expenses). See Note 16. Subsequent Events for further discussion of Series B Preferred Stock transactions. Contractual Maturities Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2020 are as follows: (in thousands) Maturities 2021 $ 2,506 2022 16,938 2023 29,986 2024 129,368 2025 129 Thereafter — Total $ 178,927 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company enters into agreements that provide financing for machinery and equipment and for other of its facility, vehicle and equipment needs. The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Under ASC Topic 842, leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. Lease term, discount rate, variable lease costs and future minimum lease payment determinations require the use of judgment, and are based on the facts and circumstances related to the specific lease. Lease terms are generally based on their initial non-cancelable terms, unless there is a renewal option that is reasonably certain to be exercised. Various factors, including economic incentives, intent, past history and business need are considered to determine if a renewal option is reasonably certain to be exercised. The implicit rate in a lease agreement is used when it can be determined. Otherwise, the incremental borrowing rate, which is based on information available as of the lease commencement date, including applicable lease terms and the current economic environment, is used to determine the value of the lease obligation. Finance Leases The Company has obligations, exclusive of associated interest, recognized under various finance leases for equipment totaling $57.6 million and $64.2 million at December 31, 2020 and 2019, respectively. Gross amounts recognized within property, plant and equipment in the consolidated balance sheets under these finance lease agreements at December 31, 2020 and 2019 totaled $128.0 million and $116.1 million, less accumulated depreciation of $55.1 million and $34.0 million, respectively, for net balances of $72.9 million and $82.1 million, respectively. Depreciation of assets held under the finance leases is included within cost of revenue in the consolidated statements of operations. The future minimum payments of finance lease obligations are as follows: (in thousands) 2021 $ 27,391 2022 22,161 2023 6,946 2024 2,847 2025 1,461 Thereafter — Future minimum lease payments 60,806 Less: Amount representing interest 3,237 Present value of minimum lease payments 57,569 Less: Current portion of finance lease obligations 25,423 Finance lease obligations, less current portion $ 32,146 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. Rent and related expense for operating leases that have non-cancelable terms totaled approximately $13.4 million, $9.9 million and $6.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. When operating lease expense is related to projects it is charged to that specific project and included in cost of revenue. In addition, the Company has short-term equipment rentals, which are less than a year in duration and expense as incurred. Included in non-cancelable operating lease expense above, 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 are listed in the following table as variable lease costs. The future minimum payments under non-cancelable operating leases are as follows: (in thousands) 2021 $ 11,162 2022 9,372 2023 7,022 2024 3,461 2025 1,751 Thereafter 18,898 Future minimum lease payments 51,666 Less: Amount representing interest 13,677 Present value of minimum lease payments 37,989 Less: Current portion of operating lease obligations 8,835 Operating lease obligations, less current portion $ 29,154 Lease Information For the year ended (in thousands) December 31, 2020 December 31, 2019 Finance Lease cost: Amortization of right-of-use assets 23,289 22,609 Interest on lease liabilities 4,007 5,480 Operating lease cost 13,449 9,871 Short-term lease cost 158,403 46,540 Variable lease cost 3,836 4,361 Sublease Income (132) (103) Total lease cost $ 202,852 $ 88,758 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 4,007 $ 5,480 Operating cash flows from operating leases $ 13,167 $ 17,061 Financing cash flows from finance leases $ 26,184 $ 22,850 Right-of-use assets obtained in exchange for new finance lease liabilities $ 19,172 $ 2,018 Right-of-use assets obtained in exchange for new operating lease liabilities $ 6,491 $ 28,498 Weighted-average remaining lease term - finance leases 2.51 years 2.85 years Weighted-average remaining lease term - operating leases 8.19 years 8.24 years Weighted-average discount rate - finance leases 6.19 % 6.60 % Weighted-average discount rate - operating leases 7.04 % 6.93 % Letters of Credit and Surety Bonds In the ordinary course of business, the Company may be required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of December 31, 2020 and 2019, the Company was contingently liable under letters of credit issued under its respective revolving lines of credit in the amount of $7.8 million and $21.0 million, respectively, related to construction projects. In addition, as of December 31, 2020 and 2019, the Company had outstanding surety bonds on projects of $2.8 billion and $2.4 billion, respectively. Deferred Compensation The Company has two deferred compensation plans. The first plan is a supplemental executive retirement plan established in 1993 that covers four specific employees or former employees, whose deferred compensation is determined by the number of service years. Payment of the benefits is to be made for 20 years after employment ends. Two former employees are currently receiving benefits, and two participants are still employees of the Company. The two current employees have both reached the full benefit level, and as a result, the present value of the liability is estimated using the normal retirement method. Payments under this plan for 2020 were $0.1 million. Maximum aggregate payments per year if all participants were retired would be $0.3 million. As of December 31, 2020 and 2019, the Company had a long-term liability of $3.5 million and $4.3 million, respectively, for the supplemental executive retirement plan. The Company offers a non-qualified deferred compensation plan which is made up of an executive excess plan and an incentive bonus plan. This plan was designed and implemented to enhance employee savings and retirement accumulation on a tax-advantaged basis, beyond the limits of traditional qualified retirement plans. This plan allows employees to: (i) defer annual compensation from multiple sources; (ii) create wealth through tax-deferred investments; (iii) save and invest on a pretax basis to meet accumulation and retirement planning needs; and (iv) utilize a diverse choice of investment options to maximize returns. Executive awards are expensed when vested. Project Management Incentive Payments are expensed when awarded as they are earned through the course of the performance of the project to which they are related. Other incentive payments are expensed when vested as they are considered to be earned by retention. Unrecognized compensation expense for the non-qualified deferred compensation plan at December 31, 2020, 2019 and 2018 was $1.7 million, $1.5 million and $2.2 million, respectively. As of December 31, 2020 and 2019, the Company had a long-term liability of $4.2 million and $3.7 million, respectively, for deferred compensation to certain current and former employees. Legal Proceedings The Company is a nominal defendant to a lawsuit, instituted in December 2019 in the Delaware Chancery Court by a purported stockholder of the Company, against the Company’s Board of Directors, Oaktree, and Ares. The complaint asserts a variety of claims arising out of the sale of Series B Preferred Stock and warrants to Ares and Oaktree in May 2019. The complaint alleges claims for breach of fiduciary duty directly on behalf of putative class of stockholders and derivatively on behalf of the Company, aiding and abetting breach of fiduciary duty both derivatively and directly, and unjust enrichment derivatively on behalf of the Company. The plaintiff is seeking rescission of the transaction, unspecified monetary damages, and fees. The Company’s director and officer liability insurance carriers have accepted coverage for this matter subject to a $1.5 million deductible, which we expect will be spent on legal fees. Pursuant to agreements entered into in connection with the sale of Series B Preferred Stock, the Company is obligated to indemnify Oaktree and Ares for their legal fees and any damages incurred by either of them in connection with this matter. The Company is involved in a variety of other legal cases, claims and other disputes that arise from time to time in the ordinary course of its business. While the Company believes it has good defense against these cases and intends to defend them vigorously, it cannot provide assurance that it will be successful in recovering all or any of the potential damages it has claimed or in defending claims against the Company. While the lawsuits and claims are asserted for amounts that may be material, should an unfavorable outcome occur, management does not currently expect that any currently pending matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, an unfavorable resolution of one or more of such matters could have a material adverse effect on the Company's business, financial condition, results of operations and cash flows. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company calculates basic earnings (loss) per share (“EPS”) by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Subsequent to the issuance of the Company's condensed consolidated financial statements for the three and six months ended June 30, 2019, the Company identified a computational error related to the number of outstanding common shares included in its earnings (loss) per share calculations during 2018 and 2019. Management has concluded that the impact of this error on all historical periods is immaterial and therefore has not adjusted the earnings (loss) per share amounts for any periods prior to September 30, 2019. Rather, the adjustment to remove 1.8 million unvested shares has been made beginning with the three- and nine-months ended September 30, 2019. The number of outstanding shares of Common Stock for voting purposes remains at 22.3 million shares, as the aforementioned 1.8 million shares are entitled to vote those shares during the vesting period. Income (loss) available to common stockholders is computed by deducting the dividends accumulated for the period on cumulative preferred stock from net income. If there is a net loss, the amount of the loss is increased by those preferred dividends. The contingent consideration fair value adjustment is a mark-to-market adjustment based on the Company not reaching the required financial targets for 2018 and 2019. See Note. 7 Fair Value of Financial Instruments for further discussion. 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 RSUs, using the treasury stock method. Whether the Company has net income or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed in the same manner as basic EPS. The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2020 2019 2018 Numerator: Net income from continuing operations $ 728 $ 6,231 $ 4,244 Less: Convertible preferred stock dividends (2,628) (2,875) (1,597) Less: Contingent consideration fair value adjustment — (23,082) (46,291) Net (loss) income available to common stockholders $ (1,900) $ (19,726) $ (43,644) Denominator: Weighted average common shares outstanding - basic and diluted (1) 20,809,493 20,431,096 21,665,965 Anti-dilutive: (2) Convertible preferred shares 5,819,882 8,816,119 3,100,085 Series B Preferred Stock - Warrants at Closing 7,681,738 — — RSUs (3) 1,846,683 904,608 59,445 Net (loss) income per common share - basic and diluted $ (0.09) $ (0.97) $ (2.01) ——— (1) The contingent earn-out shares were not included at December 31, 2019 and 2018. See Note 7. Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive. (2) As of December 31, 2020, 2019 and 2018, there were public warrants to purchase 8,477,600, 8,480,000 and 8,480,000 shares of common stock at $11.50 per share were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. (3) As of December 31, 2020, 2019 and 2018, there were 480,800, 646,405 and 713,260, of unvested or anti-dilutive options and 604,850, 817,817 and 187,026 of unvested performance RSUs were also not potentially dilutive 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 B Preferred Stock Anti-dilution Warrants The Company also had the following potential outstanding anti-dilution warrants related to the Series B Preferred stock issuance. • At December 31, 2020, a total of 528,307 warrants calculated on an if-converted method for the conversion of shares related to the outstanding Series A Preferred Stock. As discussed in Note 7. Fair Value of Financial Instruments , these warrants are recorded as a liability. These warrants are not included in the weighted average share calculation as the contingent event (conversion of Series A Preferred Stock) had not occurred at December 31, 2020. • The second set of warrants would be issued after the exercise of any public warrants with an exercise price of $11.50 or higher. • The final set of warrants would be issued on 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. Series A Preferred Stock As of December 31, 2020, there were 17,483 shares of Series A Preferred Stock with a stated value of $1,000 per share plus accumulated dividends. Dividends are paid on the Series A Preferred Stock as, if and when declared by our Board. To extent permitted, dividends are required to be paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31 on the stated value at a rate of 10% per annum. If not paid in cash, dividends accrue on the stated value and will increase the stated value at 12% per annum. So long as any shares of Series B Preferred Stock of the Company are currently 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. As of December 31, 2020, the Company has accrued a cumulative liability of $4.4 million in dividends to holders of Series A Preferred Stock as a reduction to additional paid-in capital. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation In March 2018, the Company adopted the 2018 IEA Equity Incentive Plan (the “2018 Equity Plan”), which provided for 2,157,765 shares to be available for granting to certain officers, directors and employees under the plan. The plan allows for the granting of both RSUs and Options. In June 2019, the Company's shareholders approved an increase of 2,000,000 shares under the 2018 Equity Plan. Stock-based compensation cost is measured at the date of grant based on the calculated fair value of the stock-based award and is recognized as an expense using the straight-line method over the employee’s requisite service period (generally the vesting period of the award) within selling, general and administrative expenses. The following table provides the components of stock-based compensation expense under the 2018 Equity Plan and the associated tax benefit recognized for the year ended December 31, 2020, 2019 and 2018. (in thousands) 2020 2019 2018 Options $ 944 $ 825 $ 487 RSUs 2,881 2,193 585 Directors' compensation 584 998 — Stock-based compensation expense 4,409 4,016 1,072 Tax benefit for stock-based compensation expense — — — Stock-based compensation expense, net of tax $ 4,409 $ 4,016 $ 1,072 Employee Options In 2018, the Board's Compensation Committee granted both time based vesting and stock price based performance vesting options. The options are granted with exercise prices equal to market prices on the date of grant and expire 10 years from the date of grant. The following table summarizes all option activity: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2018 — — Granted 713,260 10.37 Exercised — — Forfeited — — Outstanding at December 31, 2018 713,260 $ — — — Granted — — Exercised — — Forfeited (66,855) 10.37 Outstanding at December 31, 2019 646,405 $ 10.37 — — Granted — — Exercised (8,022) 10.37 Forfeited (157,583) 10.37 Outstanding at December 31, 2020 480,800 $ 10.37 — 7.70 Vested or expected to vest at December 31, 2020 480,800 $ 10.37 — 7.70 Exercisable at December 31, 2020 120,978 $ 10.37 — 7.70 The Company plans to issue new common shares to satisfy the exercise of Options. As of December 31, 2020, there was $0.4 million of unrecognized stock-based compensation expense for unvested Options, and the expected remaining expense period was 1.25 years. The weighted average grant-date fair value per share of Options granted in 2018 was $10.37. The Company estimated the fair value of Options issued using the Black-Scholes option pricing model. Expected volatilities were based on the historical volatility of the Company’s stock, peer group and other factors. The Company used historical data to estimate Option exercises and employee terminations within the valuation model. Dividends were based on an estimated dividend yield. The risk-free interest rates used for the periods within the contractual life of the Options were based on the U.S. Treasury rates in effect at the time of the grant. Option valuation models require the input of subjective assumptions including the expected volatility and lives. The following assumptions were used to value Option grants during 2018: 2018 Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 2.63 % Expected life (in years) 4.0 Employee RSUs RSUs are awarded to select employees and, when vested, RSUs entitle the holder to receive a specified number of shares of the Company's common stock. The value of RSU grants was measured as of the grant date using the closing price of IEA's common stock. The following table summarizes all activity for RSUs awarded during 2020: Number of RSUs Weighted Average Grant-Date Fair Value Per Share Unvested at January 1, 2018 — $ — Granted (1) 449,050 10.37 Vested — — Forfeited — — Unvested at December 31, 2018 449,050 $ 10.37 Granted (2) 1,720,396 $ 2.96 Vested (3) (42,378) 10.37 Forfeited (47,060) 8.44 Unvested at December 31, 2019 2,080,008 $ 4.27 Granted 1,138,209 $ 2.25 Vested (627,650) 4.39 Forfeited (372,813) 4.06 Unvested at December 31, 2020 2,217,754 $ 3.12 (1) Included 125,804 shares related to performance stock units, where 50% vest upon reaching a stock price of $12.00 and the remaining vest on $14.00. (2) Included 479,048 shares related to performance stock units that vest upon reaching 2019 Adjusted EBITDA targets and vest ratable over a three year period. (3) The tax benefit related to vestings that occurred during 2019 was $0.1 million. There was no tax benefit during 2018. As of December 31, 2020, there was $6.2 million of unrecognized stock-based compensation expense for unvested RSUs awarded to employees, and the expected remaining expense period was 2.75 years. Non-employee Director RSUs For service in 2020, the non-employee directors of the Board were granted 261,660 RSUs on March 26, 2020, valued at $0.6 million. These RSUs will vest on March 26, 2021. Using the closing price of the Company's common stock at the grant date. As of December 31, 2020, there was $0.2 million of unrecognized stock-based compensation expense for unvested non-employee director RSUs, and the expected remaining expense period was 3 months. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is a corporation that is subject to U.S. federal income tax, various state income taxes, Canadian federal taxes and provincial taxes. (Loss) income before income taxes and the related tax (benefit) provision are as follows: Year ended December 31, (in thousands) 2020 2019 2018 (Loss) income before income taxes: U.S operations $ 14,763 $ 6,374 $ (7,955) Non-U.S. operations (1,455) (1,764) (743) Total (loss) income before taxes $ 13,308 $ 4,610 $ (8,698) Current (benefit) provision: Federal $ — $ (148) $ (23) State 1,444 90 (902) Total current (benefit) provision 1,444 (58) (925) Deferred (benefit) provision: Federal 10,119 (1,146) (10,399) State 1,017 (417) (1,618) Total deferred (benefit) provision 11,136 (1,563) (12,017) Total (benefit) provision for income taxes $ 12,580 $ (1,621) $ (12,942) A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate from continuing operations is as follows: Year ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefits 18.5 (7.2) 26.5 Permanent items 55.8 (51.2) 101.1 Other (0.8) 2.2 0.2 Effective tax rate 94.5 % (35.2) % 148.8 % The permanent differences for the year ended December 31, 2020 primarily relate to non-deductible interest expenses on the Series B Preferred Stock. The most significant difference between the years ended December 31, 2020 and 2019 relate to these permanent items and state taxes. The differences in the effective tax rate between the years ended December 31, 2019 and 2018 related to non- deductible interest expenses on the Series B Preferred Stock, permanent items pertaining to contingent consideration, the Merger, the acquisitions made in 2018, and state taxes. As of December 31, 2020 and 2019, the Company had not identified any uncertain tax positions for which recognition was required. Deferred taxes reflect the tax effects of the differences between the amounts recorded as assets and liabilities for financial statement purposes and the comparable amounts recorded for income tax purposes. Significant components of the deferred tax assets (liabilities) as of December 31, 2020 and 2019, are as follows: December 31, (in thousands) 2020 2019 Deferred tax assets: Allowance for doubtful accounts $ — $ 19 Accrued liabilities and deferred compensation 6,932 2,891 Alternative minimum tax credit carryforwards — — Net operating loss carryforwards 30,131 10,097 Transaction costs 1,695 1,767 R&D Credit Usage 215 — Section 163(j) interest limitation — 6,770 Other reserves and accruals 2,236 1,289 Intangible amortization 2,374 864 Operating lease right of use asset 10,554 11,284 Less: valuation allowance (24,360) — Total deferred tax assets 29,777 34,981 Deferred tax liabilities: Property, plant and equipment (15,702) (9,373) Equipment under finance lease (353) (577) Operating lease liability (10,124) (11,126) Intangibles — — Goodwill (1,529) (913) Other — — Total deferred tax liabilities (27,708) (21,989) Net deferred tax asset $ 2,069 $ 12,992 The Company assesses the realizability of the deferred tax assets at each balance sheet date based on actual and forecasted operating results in order to determine the proper amount, if any, required for a valuation allowance. As of December 31, 2020, the Company has a Canadian net operating loss carryover of $91.9 million and net operating loss carryovers which will begin to expire in 2035. Since the Canadian operations are in a cumulative loss position and the operations have ceased, the Company has recorded a full valuation allowance related to the Canadian net operating losses. During 2020, the Company identified adjustments related to the disclosure of the Canadian net operating losses and the Company increased both the tax effected NOL deferred tax asset and the related valuation allowance by $24.0 million. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income and tax-planning strategies in making this assessment. The Company believes ownership changes have occurred in the past. This may impact the Company's ability to utilize portions of its net operating losses and interest carry forward in future periods. However, it is management’s belief that it is more likely than not that the net deferred tax assets related to the Company will be utilized prior to expiration. As of December 31, 2020, the Company has a federal net operating loss carryover of $16.0 million and net operating loss carryovers in certain state tax jurisdictions of approximately $47.4 million. The federal net operating loss was incurred in 2018 and 2019 and can be carried forward indefinitely. The state net operating loss carryovers will begin to expire in 2025. The pre-2018 net operating losses and interest will be fully used in 2020. The Company files income tax returns in U.S. federal, state and certain international jurisdictions. For federal and certain state income tax purposes, the Company's tax years 2017 through 2020 remain open for examination by the tax authorities under the normal statute of limitations. For certain international income tax purposes, the Company’s tax years 2015 through 2020 remain open for examination by the tax authorities under the normal statute of limitations. The Company classifies interest expense and penalties related to unrecognized tax benefits as components of the income tax provision. There were no such interest or penalties recognized in the consolidated statements of operations for the years ended December 31, 2020, 2019 and 2018, and there were no corresponding accruals as of December 31, 2020 and 2019. Deferred Taxes - COVID-19 On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the U.S. Government in response to the COVID-19 pandemic to provide employment retention incentives. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws. We do not believe that these relief measures materially affect the consolidated financial statements for the year ended December 31, 2020 but some of the key income tax-related provisions of the CARES Act include: • Eliminating the 80% of taxable income limitation by allowing corporate entities to fully utilize net operating losses (“NOLs”) to offset taxable income in 2018, 2019 or 2020. • Allowing NOLs originating in 2018, 2019 or 2020 to be carried back five years. • Increasing the net interest expense deduction limit to 50% of adjusted taxable income beginning 1 January 2019 and 2020. • Allowing taxpayers with alternative minimum tax (“AMT”) credits to claim a refund in 2020 for the entire amount of the credit instead of recovering the credit through refunds over a period of years, as originally enacted by the Tax Cuts and Jobs Act (“TCJA”). • Payroll tax deferral. The new NOL carryforward and interest expense deduction rules are favorable for IEA and will help defer future cash tax liabilities. IEA filed an election to refund $0.5 million AMT credit which was received in the third quarter. IEA has also made use of the payroll deferral provision to defer the 6.2% social security tax, which is approximately $13.6 million through December 31, 2020. This amount is required to be paid at 50% on each of December 31, 2021 and December 31, 2022. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company participates in numerous multi-employer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As of December 31, 2020, 2019 and 2018, 24%, 27% and 26%, respectively, of the Company’s employees were members of CBA. As one of many participating employers in these MEPPs, the Company is responsible, with the other participating employers, for any plan underfunding. Contributions to a particular MEPP are established by the applicable CBA; however, required contributions may increase based on the funded status of a MEPP and legal requirements of the Pension Protection Act of 2006, which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact the funded status of a MEPP include investment performance, changes in the participant demographics, change in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions. If a contributing employer stops contributing to a MEPP, the unfunded obligations of the MEPP may be borne by the remaining contributing employers. Assets contributed to an individual MEPP are pooled with contributions made by other contributing employers; the pooled assets will be used to provide benefits to the Company’s employees and the employees of the other contributing employers. An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to: (a) an increase in the contribution rate as a signatory to the applicable collective bargaining agreement, (b) a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP and/or (c) a reduction in the benefits to be paid to future and/or current retirees. In addition, the Pension Protection Act of 2006 requires that a 5% surcharge be levied on employer contributions for the first year commencing shortly after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP. The zone status included in the table below is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are greater than 65% and less than 80% funded, and plans in the green zone are at least 80% funded. The Company could also be obligated to make payments to MEPPs if the Company either ceases to have an obligation to contribute to the MEPP or significantly reduces its contributions to the MEPP because of a reduction in the number of employees who are covered by the relevant MEPP for various reasons. Due to uncertainty regarding future factors that could trigger a withdrawal liability, as well as the absence of specific information regarding the MEPP’s current financial situation, the Company is unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether participation in these MEPPs could have a material adverse impact on the Company’s financial condition, results of operations or cash flows. The nature and diversity of the Company’s business may result in volatility of the amount of contributions to a particular MEPP for any given period. In any given market, the Company could be working on a significant project and/or projects, which could result in an increase in its direct labor force and a corresponding increase in its contributions to the MEPP(s) dictated by the applicable CBA. When the particular project(s) finishes and is not replaced, the level of direct labor of contributions to a particular MEPP could also be affected by the terms of the applicable CBA, which could require at a particular time, an increase in the contribution rate and/or surcharges. The following tables list the MEPPs the Company considered individually significant in 2020, 2019 and 2018. The Company considers individually significant to include any plan over 5% of its total contributions to all MEPPs for that year. For the years ended December 31, 2020, 2019 and 2018, these plans represented 50%, 51% and 63% of total dollars contributed by the Company, respectively, and three of 58, three of 56 and six of 55 total plans contributed to by the Company, respectively. All of the Company's contributions were less than 5% of the total plan contributions from all participating employers. This information was obtained from the respective plans’ Form 5500 for the most current available filing. The Form 5500 dates may not correspond with the Company’s calendar year contributions. For the year ended December 31, 2020: MEPP Federal ID# PPA Zone Status FIP/RP Status 2020 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 4,301 No January 2020 May 2021, March 2023, April 2022 Midwest Operating Engineers Pension Trust Fund 36-6140097 Green No 2,526 No March 2020 May 2022 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 2,500 No December 2019 April 2021 Other funds 9,362 Total Multiemployer pension plan contributions $ 18,689 For the year ended December 31, 2019: MEPP Federal ID# PPA Zone Status FIP/RP Status 2019 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 3,679 No January 2019 March 2023, March 2020, May 2020, Midwest Operating Engineers Pension Trust Fund 36-6140097 Green No 2,673 No April 2019 May 2022 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 2,489 No December 2018 April 2021 Other funds 8,643 Total Multiemployer pension plan contributions $ 17,484 For the year ended December 31, 2018: MEPP Federal ID# PPA Zone Status FIP/RP Status 2018 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 2,906 No January 2018 April 2019, March 2023, March 2020, May 2020 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 1,100 No March 2017 June 2019 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 1,330 No January 2018 April 2021 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 998 No April 2018 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Red Implemented 840 No April 2018 April 2018 Laborers National Pension Fund 75-1280827 Red Implemented 744 No 2018 March 2019 Other funds 4,748 Total Multiemployer pension plan contributions $ 12,666 The zone status above represents the most recent available information for the respective MEPP, which is 2019 for the plan year ended in 2020, 2018 for the plan year ended in 2019 and 2017 for the plan year ended in 2018. |
Segments (Notes)
Segments (Notes) | 12 Months Ended |
Dec. 31, 2020 | |
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 and established two reportable segments: the Renewables segment and the Specialty Civil segment. The 2018 segment presentation has been recast to be consistent with the 2020 and 2019 segmentation. Each of our reportable segments is comprised of similar business units that specialize in services unique to the respective markets that each segment serves. The classification of revenue and gross profit for segment reporting purposes can at times require judgment on the part of management. Our segments may perform services across industries or perform joint services for customers in multiple industries. To determine reportable segment gross profit, certain allocations, including allocations of shared and indirect costs, such as facility costs, equipment costs and indirect operating expenses, were made based on segment revenue. Separate measures of the Company’s assets, including capital expenditures and cash flows by reportable segment are not produced or utilized by management to evaluate segment performance. A substantial portion of the Company’s fixed assets are owned by and accounted for in our equipment department, including operating machinery, equipment and vehicles, as well as office equipment, buildings and leasehold improvements, and are used on an interchangeable basis across our reportable segments. As such, for reporting purposes, total under/over absorption of equipment expenses consisting primarily of depreciation is allocated to the Company's two reportable segments based on segment revenue. The following is a brief description of the Company's reportable segments: Renewables Segment The Renewables segment operates throughout the U.S. and specializes in a range of services that includes full EPC project delivery, design, site development, construction, installation and maintenance of infrastructure services for the wind and solar industries. We have maintained a heavy focus on construction of renewable power production capacity as renewable energy, particularly from wind and solar, which has become widely accepted within the electric utility industry and has become a cost-effective solution for the creation of new generating capacity. Specialty Civil Segment The Specialty Civil segment operates throughout the U.S. and specializes in a range of services that include: • Environmental remediation services such as site development, environmental site closure, outsourced contract mining and coal ash management services. • Rail infrastructure services such as planning, design, procurement, construction and maintenance of infrastructure projects for major railway and intermodal facilities. • Heavy civil construction services such as road and bridge construction, specialty paving, industrial maintenance and other local, state and government projects. Segment Revenue Revenue by segment was as follows: For the years ended December 31, (in thousands) 2020 2019 2018 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 1,142,842 65.2 % $ 834,029 57.1 % $ 621,628 79.8 % Specialty Civil 610,063 34.8 % 625,734 42.9 % 157,715 20.2 % Total revenue $ 1,752,905 100.0 % $ 1,459,763 100.0 % $ 779,343 100.0 % Segment Gross Profit Gross profit by segment was as follows: For the years ended December 31, (in thousands) 2020 2019 2018 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 126,919 11.1 % $ 88,309 10.6 % $ 16,030 2.6 % Specialty Civil 61,773 10.1 % 68,708 11.0 % 15,496 9.8 % Total gross profit $ 188,692 10.8 % $ 157,017 10.8 % $ 31,526 4.0 % |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Credit Support Fees The Company had debt facilities and other obligations under surety bonds and stand-by letters of credit under a credit facility that were guaranteed by the two funds that had majority ownership in the Seller. The Company paid a fee for those guarantees based on the total amount outstanding. The Company expensed $0.2 million related to these fees during the year ended December 31, 2018. There was no expenses for credit support fees during the years ended December 31, 2020 and 2019. Clinton Lease Agreement In 2017, the ownership of a building and land was transferred from White to Clinton RE Holdings, LLC (Cayman) (“Cayman Holdings”), a directly owned subsidiary of the Seller. White entered into a lease with Cayman Holdings for use of the building and land. This lease has been classified as an operating lease with monthly payments through 2038. The Company's rent expense related to the lease was $0.7 million for the years ended December 31, 2019 and 2018, respectively. On October 30, 2019, Cayman Holdings sold the building to a third party that assumed the future payments and terms of the existing lease. The Company will continue to have rent expense related to the lease but it will no longer be with a related party. Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Offering of Common Stock by Infrastructure and Energy Alternatives, LLC On February 8, 2021, Infrastructure and Energy Alternatives, LLC, the Company's former Parent, see Note 1. Business, Basis of Presentation and Significant Accounting Policies, sold 8,853,283 shares of Common Stock in an underwritten public offering. Infrastructure and Energy Alternatives, LLC received total gross proceeds of approximately $148.3 million, before deducting underwriting discounts and commissions. Sale of Series A Preferred Stock and Series B Preferred Stock On February 9, 2021, Ares and the Ares Parties purchased 17,483 shares of Series A Preferred Stock, 20,000 shares of Series B-1 Preferred Stock and 19,124 shares of Series B-3 Preferred Stock from the Oaktree Parties. Immediately following the completion of the transactions, our related party shareholders were as follows: Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Stock and Series A Conversion Warrants Ares 100 % Series B-1 Preferred Stock, Additional 6% Warrants, Warrants at Closing (initial amount issued) Ares 100 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % Series B-1 Warrants at Closing (initial amount issued), Exchange Warrants Oaktree Power Opportunities Fund III Delaware, L.P. 100 % |
Business, Basis of Presentati_2
Business, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Reportable Segments The Company has two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 14. Segments for a description of the reportable segments and their operations. Operations prior to the Merger are the historical operations of IEA Services as discussed in Note 2. Merger and Acquisitions . Acquisitions On March 26, 2018 (the “Closing Date”), the Company completed a merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated November 3, 2017 (as amended, the “Merger Agreement”), by and among M III, IEA Energy Services, LLC (“IEA Services”), a Delaware limited liability company, Infrastructure and Energy Alternatives, LLC (the “Seller”), a Delaware limited liability company and the parent of IEA Services immediately prior to such time, and the other parties thereto, which provided for, among other things, the merger of IEA Services with and into a wholly-owned subsidiary of M III. Following the Merger, M III Acquisition Corporation changed its name to Infrastructure and Energy Alternatives, Inc. See Note 2. Merger and Acquisitions for more information about the Merger. On September 25, 2018, IEA Services completed its acquisition of Consolidated Construction Solutions I LLC (“CCS”), provide EPC services, through its wholly-owned subsidiaries, Saiia LLC (“Saiia”) and American Civil Constructors LLC (the “ACC Companies”) for environmental, heavy civil and mining projects. On November 2, 2018, IEA Services completed its acquisition of William Charles Construction Group, including its wholly-owned subsidiary Ragnar Benson (“William Charles”), a provider of engineering and construction solutions for the rail infrastructure and heavy civil construction industries. See Note 2. Merger and Acquisitions for further discussion of these acquisitions. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Infrastructure and Energy Alternatives, Inc. and its wholly-owned direct and indirect domestic and foreign subsidiaries: IEA Intermediate Holdco, LLC (“Holdings”), IEA Services, IEA Management Services, Inc., IEA Constructors, LLC (f/k/a IEA Renewable, Inc.), White Construction, LLC (“White”), Bianci Electrical, LLC (f/k/a White Electrical Constructors, Inc.), IEA Equipment Management, Inc., White’s wholly-owned subsidiary H.B. White Canada Corp. (“H.B. White”), and CCS and William Charles from their dates of acquisition. All intercompany accounts and transactions are eliminated in consolidation. |
Basis of Accounting | The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). |
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and profit or loss from construction projects; fair value estimates related to warrant liabilities; valuations of goodwill and intangible assets; asset lives used in computing depreciation and amortization; accrued self-insured claims; other reserves and accruals; accounting for income taxes; and the estimated impact of contingencies and ongoing litigation. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all unrestricted, highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. The Company maintains cash balances in various United States (“US”)-backed banks, which, at times, may exceed the amounts insured by the Federal Deposit Insurance Corporation. |
Accounts Receivable | Accounts Receivable The Company does not charge interest to its customers and carries its customer receivables at their face amounts, less an allowance for doubtful accounts. Accounts receivable and contract assets include amounts billed to customers under the terms and provisions of the contracts. Most billings are determined based on contractual terms. As is common practice in the industry, the Company classifies all accounts receivable and contract assets, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year. Contract assets include amounts billed to customers under retention provisions in construction contracts. Such provisions are standard in the Company’s industry and usually allow for a portion of progress billings on the contract price, typically 5-10%, to be withheld by the customer until after the Company has completed work on the project. Billings for such retention balances at each balance sheet date are finalized and collected after project completion. Generally, unbilled amounts will be billed and collected within one year. The Company determined that there are no material amounts due past one year and no material amounts billed but not expected to be collected within one year. The Company grants trade credit, on a non-collateralized basis, to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable and contract assets balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written off against the allowance for doubtful accounts. Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Allowance for doubtful accounts at beginning of period $ 75 $ 42 $ 216 Plus: provision for (reduction in) allowance (75) 33 (174) Less: write-offs, net of recoveries — — — Allowance for doubtful accounts at period-end $ — $ 75 $ 42 |
Revenue Recognition | Revenue Recognition The Company adopted the requirements of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which is also referred to as Accounting Standards Codification (“ASC”) Topic 606, under the modified retrospective transition approach effective January 1, 2019, with application to all existing contracts that were not substantially completed as of January 1, 2019. The impacts of adoption on the Company’s retained earnings on January 1, 2019 was primarily related to variable consideration on unapproved change orders. The cumulative impact of adopting Topic 606 required net adjustments of $750,000 to the statement of operations among revenue, cost of revenue and income taxes, thereby reducing income for the year ended December 31, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the December 31, 2019, statement of cash flows to reflect the impact of adoption. Under Topic 606, revenue is recognized when control of promised goods and services is transferred to customers, and the amount of revenue recognized reflects the consideration to which an entity expects to be entitled in exchange for the goods and services transferred. Revenue is recognized by the Company primarily over time utilizing the cost-to-cost measure of progress for fixed price contracts and is based on costs for time and materials and other service contracts, consistent with the Company’s previous revenue recognition practices. The adoption of Topic 606 did not have a material effect on the Company's consolidated financial statements; related to revenues, contract assets/liabilities, deferred taxes and net loss as compared with the Company’s previous revenue recognition practices under ASC Topic 605. Contracts The Company derives revenue primarily from construction projects performed under contracts for specific projects requiring the construction and installation of an entire infrastructure system or specified units within an infrastructure system. Contracts contain multiple pricing options, such as fixed price, time and materials, or unit price. Generally, renewable energy projects are performed for private customers while Specialty Civil projects are performed for various governmental entities. Revenue derived from projects billed on a fixed-price basis totaled 97.7%, 94.8% and 96.2% of consolidated revenue from continuing operations for the years ended December 31, 2020, 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 totaled 2.3%, 5.2% and 3.8% of consolidated revenue from continuing operations for the years ended December 31, 2020, 2019 and 2018, respectively. Construction contract revenue is recognized over time using the cost-to-cost measure of progress for fixed price contracts. The cost-to-cost measure of progress best depicts the continuous transfer of control of goods or services to the customer. The contractual terms provide that the customer compensates the Company for services rendered. Contract costs include all direct materials, labor and subcontracted costs, as well as indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and the costs of capital equipment. The cost estimation and review process for recognizing revenue over time under the cost-to-cost method is based on the professional knowledge and experience of the Company’s project managers, engineers and financial professionals. Management reviews estimates of total contract transaction price and total project costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected variable consideration are factors that influence estimates of the total contract transaction price, total costs to complete those contracts and profit recognition. Changes in these factors could result in revisions to revenue and costs of revenue in the period in which the revisions are determined on a prospective basis, which could materially affect the Company’s consolidated results of operations for that period. Provisions for losses on uncompleted contracts are recorded in the period in which such losses are determined. Performance Obligations A performance obligation is a contractual promise to transfer a distinct good or service to the customer and is the unit of account under Topic 606. The transaction price of a contract is allocated to distinct performance obligations and recognized as revenue when or as the performance obligations are satisfied. The Company’s contracts often require significant integrated services and, even when delivering multiple distinct services, are generally accounted for as a single performance obligation. Contract amendments and change orders are generally not distinct from the existing contract due to the significant integrated service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. With the exception of certain Specialty Civil service contracts, the majority of the Company’s performance obligations are completed within one year. When more than one contract is entered into with a customer on or close to the same date, the Company evaluates whether those contracts should be combined and accounted for as a single contract as well as whether those contracts should be accounted for as more than one performance obligation. This evaluation requires significant judgment and is based on the facts and circumstances of the various contracts, which could change the amount of revenue and profit recognition in a given period depending upon the outcome of the evaluation. Remaining performance obligations represent the amount of unearned transaction prices for fixed price contracts and open purchase orders for which work is wholly or partially unperformed. As of December 31, 2020, the amount of the Company’s remaining performance obligations was $1,328.0 million. The Company expects to recognize approximately 83.1% of its remaining performance obligations as revenue in 2021, with the remainder recognized primarily in 2022. Revenue recognized from performance obligations satisfied in previous periods was $(10.0) million and $11.3 million for the years ended December 31, 2020 and 2019, respectively. Variable Consideration Transaction pricing for the Company’s contracts may include variable consideration, such as unapproved change orders, claims, incentives and liquidated damages. Management estimates variable consideration for a performance obligation utilizing estimation methods that best predict the amount of consideration to which the Company will be entitled. Variable consideration is included in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Management’s estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based on past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer, legal evaluations and all other relevant information that is reasonably available. The effect of a change in variable consideration on the transaction price of a performance obligation is typically recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders, claims and liquidated damages reflected in transaction price are not resolved in the Company’s favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. As of December 31, 2020 and 2019, the Company included approximately $52.6 million and $73.3 million, respectively, on unapproved change orders and/or claims in the transaction price for certain contracts that were in the process of being resolved in the normal course of business, including through negotiation, arbitration and other proceedings. These transaction price adjustments are included within Contract Assets or Contract Liabilities as appropriate. The Company actively engages with its customers to complete the final approval process, and generally expects these processes to be completed within one year. Amounts ultimately realized upon final acceptance by customers could be higher or lower than such estimated amounts. Disaggregation of Revenue The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue for the years ended: (in thousands) December 31, 2020 December 31, 2019 Renewables Wind 1,033,204 830,653 Solar 109,638 3,376 $ 1,142,842 $ 834,029 Specialty Civil Heavy civil 356,616 351,476 Rail 166,948 174,332 Environmental 86,499 99,926 $ 610,063 $ 625,734 |
Self-Insurance | Self-Insurance The Company is self-insured up to the amount of its deductible for its medical and workers’ compensation insurance policies. For the years ended December 31, 2020, 2019 and 2018, the Company maintained insurance policies subject to per claim deductibles of $0.5 million, for its workers' compensation policy. Liabilities under these insurance programs are accrued based upon management’s estimates of the ultimate liability for claims reported and an estimate of claims incurred but not reported with assistance from third-party actuaries. The Company’s recorded liability for employee group medical claims is based on analysis of historical claims experience and specific knowledge of actual losses that have occurred. The Company is also required to post letters of credit and provide cash collateral to certain of its insurance carriers and to obtain surety bonds in certain states. |
Company-Owned Life Insurance | Company-Owned Life Insurance The Company has life insurance policies on certain key executives. Company-owned life insurance is recorded at its cash surrender value or the amount that can be realized. As of December 31, 2020 and 2019, the Company had a long-term asset of $4.3 million and $4.8 million, respectively, related to these policies. For the years ended December 31, 2020, 2019 and 2018, the Company recognized a decrease of $502, an increase of $898 and a decrease of $396, respectively, in the cash surrender value of these policies. |
Leases | Leases In the ordinary course of business, the Company enters into agreements that provide financing for machinery and equipment and for other of its facility, vehicle and equipment needs. The Company reviews all arrangements for potential leases, and at inception, determines whether a lease is an operating or finance lease. Lease assets and liabilities, which generally represent the present value of future minimum lease payments over the term of the lease, are recognized as of the commencement date. Leases with an initial lease term of twelve months or less are classified as short-term leases and are not recognized in the consolidated balance sheets unless the lease contains a purchase option that is reasonably certain to be exercised. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment is recorded at cost, or if acquired in a business combination, at the acquisition-date fair value, less accumulated depreciation. Depreciation of property, plant and equipment, including property and equipment under capital leases, is computed using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the term of the lease or the estimated useful lives of the improvements. Expenditures for repairs and maintenance are charged to expense as incurred, and expenditures for betterments and major improvements are capitalized and depreciated over the remaining useful lives of the assets. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses included in cost of revenue. The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years |
Intangible Assets, Net | Intangible Assets, Net The Company's intangible assets represent finite-lived assets that were acquired in a business combination, consisting of customer relationships, trade names and backlog, and are recorded at acquisition-date fair value, less accumulated |
Impairment of Property, Plant and Equipment and Intangibles | Impairment of Property, Plant and Equipment and Intangibles Management reviews long-lived assets that are held and used for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared with the asset’s carrying amount to determine if there has been an impairment, which is calculated as the difference between the fair value of an asset and its carrying value. Estimates of future undiscounted cash flows are based on expected growth rates for the business, anticipated future economic conditions and estimates of residual values. Fair values take into consideration management’s estimates of risk-adjusted discount rates, which are believed to be consistent with assumptions that marketplace participants would use in their estimates of fair value. There were no impairments of property, plant and equipment or intangible assets recognized during the years ended December 31, 2020, 2019 and 2018. |
Goodwill | Goodwill Goodwill represents the excess purchase price paid over the fair value of acquired intangible and tangible assets. Goodwill is assessed annually for impairment on October 1st and tested for impairment more frequently if events and circumstances indicate that the asset might be impaired. The Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The quantitative assessment for goodwill requires us to estimate the fair value of each reporting unit carrying goodwill using a weighted combination of the income and market approaches. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions including preparation of revenue and profitability forecasts, selection of a discount rate and selection of a long-term growth rate. The market approach uses an analysis of stock prices and enterprise values of a set of guideline public companies to arrive at a market multiple that is used to estimate fair value. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the Company would record an impairment charge equal to the difference, not to exceed the carrying amount of goodwill. |
Contingent Consideration Policy | Contingent Consideration As part of the Merger, the Company agreed to issue additional common shares to the Seller upon satisfaction of financial targets for 2019 and 2018. This contingent liability, which was presented as contingent consideration in the consolidated balance sheets, was measured at its estimated fair value as of the Closing Date using a Monte Carlo simulation and subsequent changes in fair value were recorded within other (expense) income, net in the consolidated statement of operations. See Note 7. Fair Value of Financial Instruments |
Debt Issuance Costs | Debt Issuance Costs Financing costs incurred with securing a term loan or series B preferred stock are deferred and amortized to interest expense, net over the maturity of the respective agreements using the effective interest method and are presented as a direct deduction from the carrying amount of the related debt. Financing costs incurred with securing a revolving line of credit are deferred and amortized to interest expense, net over the contractual term of the arrangement on a straight-line basis and are presented as a direct deduction from the carrying amount of the related debt. |
Stock-Based Compensation | Stock-Based Compensation The 2018 Equity Plan grants stock options (“Options”), restricted stock units (“RSUs”) and performance stock units (“PSUs”) to certain key employees and members of the Board of Directors of the Company (the “Board”) for their services. The Company recognizes compensation expense for these awards in accordance with the provisions of ASC 718, Stock Compensation , which requires the recognition of expense related to the fair value of the awards in the Company’s consolidated statement of operations. The Company estimates the grant-date fair value of each award at issuance. For awards subject to service-based vesting conditions, the Company recognizes compensation expense equal to the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are accounted for when incurred. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using the straight-line recognition method when it is probable that the performance condition will be achieved. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. |
Litigation and Contingencies | Litigation and Contingencies Accruals for litigation and contingencies are reflected in the consolidated financial statements based on management’s assessment, including advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount is reasonably estimable. Accruals are based on information available at the time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s results of operations in a given period. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies ASC 820, Fair Value Measurement , which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels within the valuation hierarchy are described below: Level 1 - Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 - Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions and valuation techniques when little or no market data exists for the assets or liabilities. The Company has Series B Preferred Stock, Warrants and the Rights Offering value in Level 3. |
Segments | Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s chief operating decision makers are the chief executive officer and chief financial officer. The Company reports its operations as two reportable segments. |
New Accounting Pronouncements | Recently Adopted Accounting Standards - Guidance Adopted in 2020 In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. This ASU is effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for any eliminated or modified disclosures. Certain disclosures per ASU 2018-13 were applied on a retrospective basis and others on a prospective basis. We adopted the standard on January 1, 2020, and it did not have an impact on our disclosures for fair value measurements. Recently Issued Accounting Standards Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss methodology for the measurement and recognition of credit losses on most financial assets, including trade accounts receivables. The expected credit loss methodology under ASU 2016-13 is based on historical experience, current conditions and reasonable and supportable forecasts, and replaces the probable/incurred loss model for measuring and recognizing expected losses under current GAAP. The ASU also requires disclosure of information regarding how a company developed its allowance, including changes in the factors that influenced management’s estimate of expected credit losses and the reasons for those changes. The ASU and its related clarifying updates are effective for smaller reporting companies for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We are still evaluating the new standard but do not expect it to have a material impact on our estimate of the allowance for uncollectable accounts. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective, or prospective basis. We are currently evaluating the potential effects of adopting the provisions of ASU No. 2019-12 but don't expect it to have a material impact on our tax accounting. |
Business, Basis of Presentati_3
Business, Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Activity in the allowance for doubtful accounts for the periods indicated was as follows: Year Ended December 31, (in thousands) 2020 2019 2018 Allowance for doubtful accounts at beginning of period $ 75 $ 42 $ 216 Plus: provision for (reduction in) allowance (75) 33 (174) Less: write-offs, net of recoveries — — — Allowance for doubtful accounts at period-end $ — $ 75 $ 42 |
Disaggregation of Revenue [Table Text Block] | Disaggregation of Revenue The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts how the nature, amount, timing and uncertainty of its revenue for the years ended: (in thousands) December 31, 2020 December 31, 2019 Renewables Wind 1,033,204 830,653 Solar 109,638 3,376 $ 1,142,842 $ 834,029 Specialty Civil Heavy civil 356,616 351,476 Rail 166,948 174,332 Environmental 86,499 99,926 $ 610,063 $ 625,734 |
Schedule of Concentrations for Revenue and Accounts Receivable | Concentrations The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended: Revenue % Accounts Receivable % Year Ended December 31, December 31, 2020 2019 2018 2020 2019 Company A (Renewables Segment) * * 21.0 * * Company B (Specialty Civil Segment) * 10.9 * * * ——— * Amount was not above 10% threshold. |
Schedule of Property, Plant and Equipment Estimated Useful Lives | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years December 31, (in thousands) 2020 2019 Buildings and leasehold improvements $ 4,402 $ 2,919 Land 17,600 17,600 Construction equipment 192,402 173,434 Office equipment, furniture and fixtures 3,620 3,487 Vehicles 7,326 6,087 Total property, plant and equipment 225,350 203,527 Accumulated depreciation (94,604) (63,039) Property, plant and equipment, net $ 130,746 $ 140,488 |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Preliminary identifiable assets acquired and liabilities assumed | The following table summarizes the amounts recognized for assets acquired and liabilities assumed as of the respective acquisition date at fair value for the business combinations described above. The values for CCS were finalized as of June 30, 2019 and finalized for William Charles as of September 30, 2019. Identifiable assets acquired and liabilities assumed (in thousands) CCS (1) William Charles (2) 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 (3) 19,500 7,000 Trade names (3) 8,900 4,500 Backlog (3) 8,400 5,500 Deferred income taxes (4) (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, including current portion (1,124) — Other non-current liabilities (704) (907) Total identifiable net assets 76,806 73,098 Goodwill 29,773 4,581 Total purchase consideration $ 106,579 $ 77,679 ——— (1) The estimated acquisition-date fair values pertaining to CCS reflect the following significant changes from December 31, 2018: an increase to property, plant and equipment of $2.5 million, an increase to deferred income taxes of $1.6 million, and a decrease to goodwill of $4.1 million. (2) The estimated acquisition-date fair values pertaining to William Charles reflect the following change from December 31, 2018; a decrease to property, plant and equipment of $1.2 million and an increase to goodwill of $1.2 million. (3) See Note 5. Goodwill and Intangible Assets, Net for disclosure of the weighted average amortization period for each major class of acquired intangible asset. (4) The Company's consolidated deferred income taxes are presented as a net deferred tax asset (long-term) in the consolidated balance sheet as of December 31, 2019. |
Impact of acquisitions | The following table summarizes the results of operations included in the Company's consolidated statement of operations for CCS and William Charles from their respective date of acquisition. Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 (in thousands) CCS William Charles CCS William Charles CCS William Charles Revenue $ 253,595 $ 339,380 $ 281,095 $ 301,185 $ 76,029 $ 49,607 Net (loss) income (136) 12,401 39 11,702 (613) 2,256 (in thousands, except per share data) Year Ended December 31, 2018 Revenue $ 1,257,616 Net (loss) income (840) Net (loss) income per common share - basic and diluted (2.25) |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Contractors [Abstract] | |
Contract Assets and Contract Liabilities | Contract assets consist of the following: December 31, (in thousands) 2020 2019 Costs and estimated earnings in excess of billings on uncompleted contracts $ 51,367 $ 91,543 Retainage receivable 93,816 87,760 $ 145,183 $ 179,303 Contract liabilities consist of the following: December 31, (in thousands) 2020 2019 Billings in excess of costs and estimated earnings on uncompleted contracts $ 117,641 $ 115,570 Loss provision for contracts in progress 594 64 $ 118,235 $ 115,634 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | The assets’ estimated lives used in computing depreciation for property, plant and equipment are as follows: Buildings and leasehold improvements 2 to 39 years Construction equipment 3 to 15 years Office equipment, furniture and fixtures 3 to 7 years Vehicles 3 to 5 years December 31, (in thousands) 2020 2019 Buildings and leasehold improvements $ 4,402 $ 2,919 Land 17,600 17,600 Construction equipment 192,402 173,434 Office equipment, furniture and fixtures 3,620 3,487 Vehicles 7,326 6,087 Total property, plant and equipment 225,350 203,527 Accumulated depreciation (94,604) (63,039) Property, plant and equipment, net $ 130,746 $ 140,488 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of and changes in carrying amount of goodwill | The following table provides the changes in the carrying amount of goodwill for 2020 and 2019: (in thousands) Renewables Specialty Civil Total January 1, 2019 $ 3,020 $ 37,237 $ 40,257 Acquisition adjustments — (2,884) (2,884) December 31, 2019 3,020 34,353 37,373 Acquisition adjustments — — — December 31, 2020 $ 3,020 34,353 $ 37,373 |
Schedule of intangible assets | Intangible assets consisted of the following as of the dates indicated: December 31, 2020 December 31, 2019 ($ in thousands) Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Gross Carrying Amount Accumulated Amortization Net Book Value Weighted Average Remaining Life Customer relationships $ 26,500 $ (8,481) $ 18,019 5 years $ 26,500 $ (4,695) $ 21,805 6 years Trade names 13,400 (5,985) 7,415 3 years 13,400 (3,305) 10,095 4 years Backlog 13,900 (13,900) — 0 years 13,900 (8,528) 5,372 1 year $ 53,800 $ (28,366) $ 25,434 $ 53,800 $ (16,528) $ 37,272 |
Schedule of annual expected amortization expense | The following table provides the expected annual intangible amortization expense: (in thousands) 2021 2022 2023 2024 2025 Amortization expense $ 6,466 $ 6,466 $ 5,841 $ 3,786 $ 2,875 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accrued liabilities consisted of the following as of the dates indicated: December 31, (in thousands) 2020 2019 Accrued project costs $ 63,486 $ 120,755 Accrued compensation and related expenses 42,672 26,367 Other accrued expenses 23,436 10,981 $ 129,594 $ 158,103 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of liabilities measured at fair value on recurring basis | The following table presents the Company's financial instruments measured at fair value on a recurring basis, classified in the fair value hierarchy (Level 1, 2 or 3) based on the inputs used for valuation in the consolidated balance sheets: December 31, 2020 December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Liabilities Series B Preferred Stock - Anti-dilution warrants — — 8,800 8,800 — — 4,317 4,317 Series B-1 Preferred Stock - Performance warrants — — 400 400 — — 400 400 Series B-3 Preferred - Closing Warrants — — — — — — 11,491 11,491 Rights offering — — — — — — 1,383 1,383 Total liabilities $ — $ — $ 9,200 $ 9,200 $ — $ — $ 17,591 $ 17,591 |
Reconciliation of recurring fair value measurements | The following table reconciles the beginning and ending balances of recurring fair value measurements using Level 3 inputs for the years ended December 31, 2020, 2019 and 2018. (in thousands) Contingent Consideration Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants Series B-3 Preferred - Closing Warrants Rights Offering Beginning Balance, January 1, 2018 $ — $ — $ — $ — $ — Contingent consideration issued during Merger 69,373 — — — — Fair value adjustment - (gain) loss recognized in other income (46,291) — — — — Beginning Balance, December 31, 2018 $ 23,082 $ — $ — $ — $ — Preferred Series B Stock - initial fair value — 5,646 400 7,900 1,383 Fair value adjustment - (gain) loss recognized in other income (23,082) (1,329) — 3,591 — Ending Balance, December 31, 2019 $ — $ 4,317 $ 400 $ 11,491 $ 1,383 Fair value adjustment - (gain) loss recognized in other income — (491) — 1,677 (1,383) Transfer to non-recurring fair value instrument (liability) — 7,400 — — — Transfer to non-recurring fair value instrument (equity) — (2,426) — (13,168) — Ending Balance, December 31, 2020 $ — $ 8,800 $ 400 $ — $ — |
Fair Value Measurements, Nonrecurring [Table Text Block] | The following table sets forth information regarding the Company's equity and liabilities measured at fair value on a non-recurring basis at December 31, 2019. There was no such assets or liabilities at December 31, 2020: December 31, 2019 (in thousands) Level 1 Level 2 Level 3 Total Liabilities: Series B Preferred Stock $ — $ — $ 153,400 $ 153,400 Equity: Series B-1 and B-2 Preferred Stock - Warrants at closing $ — $ — $ 14,100 $ 14,100 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt consists of the following obligations as of: December 31, (in thousands) 2020 2019 Term loan $ 173,345 $ 182,687 Commercial equipment notes 5,582 4,456 Total principal due for long-term debt 178,927 187,143 Unamortized debt discount and issuance costs (17,196) (22,296) Less: Current portion of long-term debt (2,506) (1,946) Long-term debt, less current portion $ 159,225 $ 162,901 Debt - Series B Preferred Stock $ 185,396 $ 180,444 Unamortized debt discount and issuance costs (11,528) (14,303) Long-term Series B Preferred Stock $ 173,868 $ 166,141 |
Contractual maturities of debt obligations | Contractual maturities of the Company's outstanding principal on debt obligations as of December 31, 2020 are as follows: (in thousands) Maturities 2021 $ 2,506 2022 16,938 2023 29,986 2024 129,368 2025 129 Thereafter — Total $ 178,927 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum payments of capital lease obligations | The future minimum payments of finance lease obligations are as follows: (in thousands) 2021 $ 27,391 2022 22,161 2023 6,946 2024 2,847 2025 1,461 Thereafter — Future minimum lease payments 60,806 Less: Amount representing interest 3,237 Present value of minimum lease payments 57,569 Less: Current portion of finance lease obligations 25,423 Finance lease obligations, less current portion $ 32,146 |
Future minimum payments for operating leases | The future minimum payments under non-cancelable operating leases are as follows: (in thousands) 2021 $ 11,162 2022 9,372 2023 7,022 2024 3,461 2025 1,751 Thereafter 18,898 Future minimum lease payments 51,666 Less: Amount representing interest 13,677 Present value of minimum lease payments 37,989 Less: Current portion of operating lease obligations 8,835 Operating lease obligations, less current portion $ 29,154 |
Schedule of Additional Lease Information [Table Text Block] | Lease Information For the year ended (in thousands) December 31, 2020 December 31, 2019 Finance Lease cost: Amortization of right-of-use assets 23,289 22,609 Interest on lease liabilities 4,007 5,480 Operating lease cost 13,449 9,871 Short-term lease cost 158,403 46,540 Variable lease cost 3,836 4,361 Sublease Income (132) (103) Total lease cost $ 202,852 $ 88,758 Other information: Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from finance leases $ 4,007 $ 5,480 Operating cash flows from operating leases $ 13,167 $ 17,061 Financing cash flows from finance leases $ 26,184 $ 22,850 Right-of-use assets obtained in exchange for new finance lease liabilities $ 19,172 $ 2,018 Right-of-use assets obtained in exchange for new operating lease liabilities $ 6,491 $ 28,498 Weighted-average remaining lease term - finance leases 2.51 years 2.85 years Weighted-average remaining lease term - operating leases 8.19 years 8.24 years Weighted-average discount rate - finance leases 6.19 % 6.60 % Weighted-average discount rate - operating leases 7.04 % 6.93 % |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS | The calculations of basic and diluted EPS, are as follows: Year Ended December 31, ($ in thousands, except per share data) 2020 2019 2018 Numerator: Net income from continuing operations $ 728 $ 6,231 $ 4,244 Less: Convertible preferred stock dividends (2,628) (2,875) (1,597) Less: Contingent consideration fair value adjustment — (23,082) (46,291) Net (loss) income available to common stockholders $ (1,900) $ (19,726) $ (43,644) Denominator: Weighted average common shares outstanding - basic and diluted (1) 20,809,493 20,431,096 21,665,965 Anti-dilutive: (2) Convertible preferred shares 5,819,882 8,816,119 3,100,085 Series B Preferred Stock - Warrants at Closing 7,681,738 — — RSUs (3) 1,846,683 904,608 59,445 Net (loss) income per common share - basic and diluted $ (0.09) $ (0.97) $ (2.01) ——— (1) The contingent earn-out shares were not included at December 31, 2019 and 2018. See Note 7. Fair Value of Financial of Financial Instruments for discussion regarding the Company's contingently issuable earn-out shares that were not potentially dilutive. (2) As of December 31, 2020, 2019 and 2018, there were public warrants to purchase 8,477,600, 8,480,000 and 8,480,000 shares of common stock at $11.50 per share were not potentially dilutive as the warrants’ exercise price was greater than the average market price of the common stock during the period. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Components of Stock-Based Compensation Expense | The following table provides the components of stock-based compensation expense under the 2018 Equity Plan and the associated tax benefit recognized for the year ended December 31, 2020, 2019 and 2018. (in thousands) 2020 2019 2018 Options $ 944 $ 825 $ 487 RSUs 2,881 2,193 585 Directors' compensation 584 998 — Stock-based compensation expense 4,409 4,016 1,072 Tax benefit for stock-based compensation expense — — — Stock-based compensation expense, net of tax $ 4,409 $ 4,016 $ 1,072 |
Schedule of Employee Stock Options | The following table summarizes all option activity: Number of Options Weighted Average Exercise Price Aggregate Intrinsic Value (in thousands) Weighted Average Remaining Contractual Term (in years) Outstanding at January 1, 2018 — — Granted 713,260 10.37 Exercised — — Forfeited — — Outstanding at December 31, 2018 713,260 $ — — — Granted — — Exercised — — Forfeited (66,855) 10.37 Outstanding at December 31, 2019 646,405 $ 10.37 — — Granted — — Exercised (8,022) 10.37 Forfeited (157,583) 10.37 Outstanding at December 31, 2020 480,800 $ 10.37 — 7.70 Vested or expected to vest at December 31, 2020 480,800 $ 10.37 — 7.70 Exercisable at December 31, 2020 120,978 $ 10.37 — 7.70 |
Schedule of Stock Option Valuation Assumptions | The following assumptions were used to value Option grants during 2018: 2018 Expected dividend yield — % Expected volatility 35.00 % Risk-free interest rate 2.63 % Expected life (in years) 4.0 |
Schedule of Restricted Stock Units | The following table summarizes all activity for RSUs awarded during 2020: Number of RSUs Weighted Average Grant-Date Fair Value Per Share Unvested at January 1, 2018 — $ — Granted (1) 449,050 10.37 Vested — — Forfeited — — Unvested at December 31, 2018 449,050 $ 10.37 Granted (2) 1,720,396 $ 2.96 Vested (3) (42,378) 10.37 Forfeited (47,060) 8.44 Unvested at December 31, 2019 2,080,008 $ 4.27 Granted 1,138,209 $ 2.25 Vested (627,650) 4.39 Forfeited (372,813) 4.06 Unvested at December 31, 2020 2,217,754 $ 3.12 (1) Included 125,804 shares related to performance stock units, where 50% vest upon reaching a stock price of $12.00 and the remaining vest on $14.00. (2) Included 479,048 shares related to performance stock units that vest upon reaching 2019 Adjusted EBITDA targets and vest ratable over a three year period. (3) The tax benefit related to vestings that occurred during 2019 was $0.1 million. There was no tax benefit during 2018. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Taxes and Related Tax Provision/Benefit | (Loss) income before income taxes and the related tax (benefit) provision are as follows: Year ended December 31, (in thousands) 2020 2019 2018 (Loss) income before income taxes: U.S operations $ 14,763 $ 6,374 $ (7,955) Non-U.S. operations (1,455) (1,764) (743) Total (loss) income before taxes $ 13,308 $ 4,610 $ (8,698) Current (benefit) provision: Federal $ — $ (148) $ (23) State 1,444 90 (902) Total current (benefit) provision 1,444 (58) (925) Deferred (benefit) provision: Federal 10,119 (1,146) (10,399) State 1,017 (417) (1,618) Total deferred (benefit) provision 11,136 (1,563) (12,017) Total (benefit) provision for income taxes $ 12,580 $ (1,621) $ (12,942) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate from continuing operations is as follows: Year ended December 31, 2020 2019 2018 Federal statutory rate 21.0 % 21.0 % 21.0 % State and local income taxes, net of federal benefits 18.5 (7.2) 26.5 Permanent items 55.8 (51.2) 101.1 Other (0.8) 2.2 0.2 Effective tax rate 94.5 % (35.2) % 148.8 % |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the deferred tax assets (liabilities) as of December 31, 2020 and 2019, are as follows: December 31, (in thousands) 2020 2019 Deferred tax assets: Allowance for doubtful accounts $ — $ 19 Accrued liabilities and deferred compensation 6,932 2,891 Alternative minimum tax credit carryforwards — — Net operating loss carryforwards 30,131 10,097 Transaction costs 1,695 1,767 R&D Credit Usage 215 — Section 163(j) interest limitation — 6,770 Other reserves and accruals 2,236 1,289 Intangible amortization 2,374 864 Operating lease right of use asset 10,554 11,284 Less: valuation allowance (24,360) — Total deferred tax assets 29,777 34,981 Deferred tax liabilities: Property, plant and equipment (15,702) (9,373) Equipment under finance lease (353) (577) Operating lease liability (10,124) (11,126) Intangibles — — Goodwill (1,529) (913) Other — — Total deferred tax liabilities (27,708) (21,989) Net deferred tax asset $ 2,069 $ 12,992 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Postemployment Benefits [Abstract] | |
Schedule of Plan Contributions | For the year ended December 31, 2020: MEPP Federal ID# PPA Zone Status FIP/RP Status 2020 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 4,301 No January 2020 May 2021, March 2023, April 2022 Midwest Operating Engineers Pension Trust Fund 36-6140097 Green No 2,526 No March 2020 May 2022 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 2,500 No December 2019 April 2021 Other funds 9,362 Total Multiemployer pension plan contributions $ 18,689 For the year ended December 31, 2019: MEPP Federal ID# PPA Zone Status FIP/RP Status 2019 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 3,679 No January 2019 March 2023, March 2020, May 2020, Midwest Operating Engineers Pension Trust Fund 36-6140097 Green No 2,673 No April 2019 May 2022 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 2,489 No December 2018 April 2021 Other funds 8,643 Total Multiemployer pension plan contributions $ 17,484 For the year ended December 31, 2018: MEPP Federal ID# PPA Zone Status FIP/RP Status 2018 Contributions Surcharge Plan Year Expiration of CBA Central Pension Fund of the IUOE & Participating Employers 36-6052390 Green No $ 2,906 No January 2018 April 2019, March 2023, March 2020, May 2020 Upstate New York Engineers Pension Fund 15-0614642 Red Implemented 1,100 No March 2017 June 2019 Central Laborers' Pension Fund 37-6052379 Yellow Implemented 1,330 No January 2018 April 2021 Iron Workers Local Union No. 25 Pension Plan 38-6056780 Red Implemented 998 No April 2018 May 2019 Operating Engineers' Local 324 Pension Fund 38-1900637 Red Implemented 840 No April 2018 April 2018 Laborers National Pension Fund 75-1280827 Red Implemented 744 No 2018 March 2019 Other funds 4,748 Total Multiemployer pension plan contributions $ 12,666 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |
Reconciliation of Revenue from Segments to Consolidated [Table Text Block] | Segment Revenue Revenue by segment was as follows: For the years ended December 31, (in thousands) 2020 2019 2018 Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Renewables $ 1,142,842 65.2 % $ 834,029 57.1 % $ 621,628 79.8 % Specialty Civil 610,063 34.8 % 625,734 42.9 % 157,715 20.2 % Total revenue $ 1,752,905 100.0 % $ 1,459,763 100.0 % $ 779,343 100.0 % |
Reconciliation of Other Significant Reconciling Items from Segments to Consolidated [Table Text Block] | Segment Gross Profit Gross profit by segment was as follows: For the years ended December 31, (in thousands) 2020 2019 2018 Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Renewables $ 126,919 11.1 % $ 88,309 10.6 % $ 16,030 2.6 % Specialty Civil 61,773 10.1 % 68,708 11.0 % 15,496 9.8 % Total gross profit $ 188,692 10.8 % $ 157,017 10.8 % $ 31,526 4.0 % |
Related Parties Related Party T
Related Parties Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |
Schedule of Related Party Transactions | Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Stock and Series A Conversion Warrants Ares 100 % Series B-1 Preferred Stock, Additional 6% Warrants, Warrants at Closing (initial amount issued) Ares 100 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % Series B-1 Warrants at Closing (initial amount issued), Exchange Warrants Oaktree Power Opportunities Fund III Delaware, L.P. 100 % |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Schedule of Related Party Transactions | Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred, Series A Conversion Warrants and Exchange Warrants, Series B-3 Preferred Stock (exchange agreement) Infrastructure and Energy Alternatives, LLC 100 % Series B-1 Preferred Stock, Series A Conversion Warrants, Additional 6% Warrants, Warrants at closing Ares 60 % Oaktree Power Opportunities Fund III Delaware, L.P. 40 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % Related Party Shareholders Type of Equity Holder Ownership Percentage Series A Preferred Stock and Series A Conversion Warrants Ares 100 % Series B-1 Preferred Stock, Additional 6% Warrants, Warrants at Closing (initial amount issued) Ares 100 % Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100 % Series B-1 Warrants at Closing (initial amount issued), Exchange Warrants Oaktree Power Opportunities Fund III Delaware, L.P. 100 % |
Business, Basis of Presentati_4
Business, Basis of Presentation and Significant Accounting Policies - Narrative (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Oct. 01, 2020 | |
Product Information [Line Items] | ||||
Reportable segments | segment | 2 | |||
Revenue, Remaining Performance Obligation, Amount | $ 1,328,000,000 | |||
Revenue, Remaining Performance Obligation, Percentage | 83.10% | |||
Contract with Customer, Performance Obligation Satisfied in Previous Period | $ (10,000,000) | $ 11,300,000 | ||
Revenue recognized related to unapproved change orders | 52,600,000 | 73,300,000 | ||
Per claim deductible for workers' compensation policy | 500,000 | 500,000 | $ 500,000 | |
Company-owned life insurance | 4,250,000 | 4,752,000 | ||
Increase (decrease) company-owned life insurance | (502,000) | 898,000 | (396,000) | |
Impairment of property, plant and equipment or intangible assets | 0 | $ 0 | $ 0 | |
COVID-19 Specific Expenses | $ 3,000,000 | |||
Buildings and leasehold improvements | Minimum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 2 years | |||
Buildings and leasehold improvements | Maximum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 39 years | |||
Construction equipment | Minimum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 3 years | |||
Construction equipment | Maximum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 15 years | |||
Office equipment, furniture and fixtures | Minimum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 3 years | |||
Office equipment, furniture and fixtures | Maximum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 7 years | |||
Vehicles | Minimum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 3 years | |||
Vehicles | Maximum | ||||
Product Information [Line Items] | ||||
Useful life (in years) | 5 years | |||
CCS | ||||
Product Information [Line Items] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 18.30% | |||
William Charles(2) | ||||
Product Information [Line Items] | ||||
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 100.00% | |||
Revenue % | Product Concentration Risk | Fixed-price Contract | ||||
Product Information [Line Items] | ||||
Percentage of revenue derived from projects billed on a fixed-price basis | 97.70% | 94.80% | 96.20% | |
Revenue % | Product Concentration Risk | Time-and-materials Contract | ||||
Product Information [Line Items] | ||||
Percentage of revenue derived from projects billed on a fixed-price basis | 2.30% | 5.20% | 3.80% |
Business, Basis of Presentati_5
Business, Basis of Presentation and Significant Accounting Policies - Schedule of concentrations for revenue and accounts receivable (Details) - Customer Concentration Risk [Member] - Revenue % | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Company A (Renewables Segment) | ||
Concentration Risk [Line Items] | ||
Concentrations (as a percent) | 21.00% | |
Company B (Specialty Civil Segment) | ||
Concentration Risk [Line Items] | ||
Concentrations (as a percent) | 10.90% |
Business, Basis of Presentati_6
Business, Basis of Presentation and Significant Accounting Policies - Activity in the allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Allowance for doubtful accounts at beginning of period | $ 75 | $ 42 | $ 216 |
Plus: provision for (reduction in) allowance | 75 | (33) | 174 |
Less: write-offs, net of recoveries | 0 | 0 | 0 |
Allowance for doubtful accounts at period-end | $ 0 | $ 75 | $ 42 |
Business, Basis of Presentati_7
Business, Basis of Presentation and Significant Accounting Policies - Adoption of Topic 606 (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Accounting Policies [Abstract] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Operating Results | $ 750 |
Business, Basis of Presentati_8
Business, Basis of Presentation and Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 1,752,905 | $ 1,459,763 | $ 779,343 |
Wind Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,033,204 | 830,653 | |
Solar Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 109,638 | 3,376 | |
Heavy Civil Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 356,616 | 351,476 | |
Rail Construction Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 166,948 | 174,332 | |
Environmental Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 86,499 | 99,926 | |
Renewables Segment [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,142,842 | 834,029 | 621,628 |
Specialty Civil Segment [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 610,063 | $ 625,734 | $ 157,715 |
Merger and Acquisitions - Narra
Merger and Acquisitions - Narrative (Details) - USD ($) | Nov. 02, 2018 | Sep. 25, 2018 | Mar. 26, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||||
Merger consideration paid | $ 0 | $ 0 | $ 166,690,000 | |||
Percentage of voting interests owned by other stockholders immediately following the closing | 51.70% | |||||
Period after the closing date for determination to be finalized | 45 days | |||||
Acquisition related costs | 0 | $ 0 | ||||
Contingent consideration | ||||||
Business Acquisition [Line Items] | ||||||
Contingently issuable shares (in shares) | 9,000,000 | |||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of voting interest acquired | 48.30% | |||||
Percentage of voting interests held by individual M III Shareholders | 20.00% | |||||
Merger consideration paid | $ 81,400,000 | |||||
Value of shares issued as consideration | $ 126,300,000 | |||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares issued as consideration (in shares) | 10,428,500 | |||||
Infrastructure And Energy Alternatives, LLC Merger | Infrastructure And Energy Alternatives, LLC | Series A Preferred Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares issued as consideration (in shares) | 34,965 | |||||
CCS | ||||||
Business Acquisition [Line Items] | ||||||
Merger consideration paid | $ 106,600,000 | |||||
Portion of goodwill nondeductible | $ 2,900,000 | |||||
Acquisition related costs | 6,600,000 | |||||
William Charles(2) | ||||||
Business Acquisition [Line Items] | ||||||
Merger consideration paid | $ 73,200,000 | |||||
Number of shares issued as consideration (in shares) | 477,621 | |||||
Value of shares issued as consideration | $ 4,500,000 | |||||
Total consideration | $ 77,700,000 | |||||
Share price (usd per share) | $ 9.45 | |||||
Acquisition related costs | $ 7,600,000 |
Merger and Acquisitions - Preli
Merger and Acquisitions - Preliminary identifiable assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2018 | Nov. 02, 2018 | Sep. 25, 2018 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 37,373 | $ 37,373 | $ 40,257 | ||
CCS | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 6,413 | ||||
Accounts receivable | 58,041 | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 9,512 | ||||
Other current assets | 1,813 | ||||
Property, plant and equipment | 59,952 | ||||
Deferred income taxes | (2,361) | ||||
Other non-current assets | 134 | ||||
Accounts payable and accrued liabilities | (25,219) | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (14,194) | ||||
Debt, less current portion | (52,257) | ||||
Capital lease obligations, including current portion | (1,124) | ||||
Other non-current liabilities | (704) | ||||
Total identifiable net assets | 76,806 | ||||
Goodwill | 29,773 | ||||
Total purchase consideration | 106,579 | ||||
Estimated acquisition-date fair value adjustment, property plant and equipment | 2,500 | ||||
Estimated acquisition-date fair value adjustment, backlog intangibles | 1,600 | ||||
Estimated acquisition-date fair value adjustment, goodwill | 4,100 | ||||
CCS | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 8,900 | ||||
CCS | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 19,500 | ||||
CCS | Backlog | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 8,400 | ||||
William Charles(2) | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 6,641 | ||||
Accounts receivable | 69,740 | ||||
Costs and estimated earnings in excess of billings on uncompleted contracts | 16,095 | ||||
Other current assets | 7,999 | ||||
Property, plant and equipment | 47,899 | ||||
Deferred income taxes | 0 | ||||
Other non-current assets | 75 | ||||
Accounts payable and accrued liabilities | (60,962) | ||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (14,810) | ||||
Debt, less current portion | (15,672) | ||||
Capital lease obligations, including current portion | 0 | ||||
Other non-current liabilities | (907) | ||||
Total identifiable net assets | 73,098 | ||||
Goodwill | 4,581 | ||||
Total purchase consideration | 77,679 | ||||
Estimated acquisition-date fair value adjustment, property plant and equipment | (1,200) | ||||
Estimated acquisition-date fair value adjustment, goodwill | $ 1,200 | ||||
William Charles(2) | Trade names | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 4,500 | ||||
William Charles(2) | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | 7,000 | ||||
William Charles(2) | Backlog | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, finite-lived | $ 5,500 |
Merger and Acquisitions - Impac
Merger and Acquisitions - Impact of acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Revenue | $ 1,257,616 | ||
Net (loss) income | $ (840) | ||
Net (loss) income per common share - basic and diluted (usd per share) | $ (2.25) | ||
CCS | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Revenue | $ 253,595 | $ 281,095 | $ 76,029 |
Net (loss) income | (136) | 39 | (613) |
William Charles(2) | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Revenue | 339,380 | 301,185 | 49,607 |
Net (loss) income | $ 12,401 | $ 11,702 | $ 2,256 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Contract Assets and Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contractors [Abstract] | ||
Unbilled Contracts Receivable | $ 51,367 | $ 91,543 |
Contract Receivable Retainage | 93,816 | 87,760 |
Contract assets | 145,183 | 179,303 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 117,641 | 115,570 |
Loss provision for contracts in progress | 594 | 64 |
Contract liabilities | 118,235 | $ 115,634 |
Contract with Customer, Liability, Revenue Recognized | $ 114,700 |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Contract Asset Customer Settlement (Details) $ in Millions | Dec. 31, 2019USD ($) |
One Customer [Member] | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Contracts Receivable, Claims and Uncertain Amounts | $ 9.2 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 225,350 | $ 203,527 | |
Accumulated depreciation | (94,604) | (63,039) | |
Property, plant and equipment, net | 130,746 | 140,488 | |
Depreciation expense | 35,900 | 34,600 | $ 13,700 |
Buildings and leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,402 | 2,919 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 17,600 | 17,600 | |
Construction equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 192,402 | 173,434 | |
Office equipment, furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 3,620 | 3,487 | |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 7,326 | $ 6,087 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Components of and changes in carrying amount of goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 37,373 | $ 40,257 |
Goodwill, Period Increase (Decrease) | 0 | (2,884) |
Goodwill, ending balance | 37,373 | 37,373 |
Renewables Segment [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 3,020 | 3,020 |
Goodwill, Period Increase (Decrease) | 0 | 0 |
Goodwill, ending balance | 3,020 | 3,020 |
Specialty Civil Segment [Member] | ||
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | 34,353 | 37,237 |
Goodwill, Period Increase (Decrease) | 0 | (2,884) |
Goodwill, ending balance | $ 34,353 | $ 34,353 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of intangible assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 53,800 | $ 53,800 |
Accumulated Amortization | (28,366) | (16,528) |
Net Book Value | 25,434 | 37,272 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,500 | 26,500 |
Accumulated Amortization | (8,481) | (4,695) |
Net Book Value | $ 18,019 | $ 21,805 |
Remaining Weighted Average Amortization Period in Years (in years) | 5 years | 6 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,400 | $ 13,400 |
Accumulated Amortization | (5,985) | (3,305) |
Net Book Value | $ 7,415 | $ 10,095 |
Remaining Weighted Average Amortization Period in Years (in years) | 3 years | 4 years |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 13,900 | $ 13,900 |
Accumulated Amortization | (13,900) | (8,528) |
Net Book Value | $ 0 | $ 5,372 |
Remaining Weighted Average Amortization Period in Years (in years) | 0 years | 1 year |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of annual expected amortization expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense associated with intangible assets | $ 11,800 | $ 13,600 | $ 3,000 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |||
2021 | 6,466 | ||
2022 | 6,466 | ||
2023 | 5,841 | ||
2024 | 3,786 | ||
2025 | $ 2,875 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued project costs | $ 63,486 | $ 120,755 |
Accrued compensation and related expenses | 42,672 | 26,367 |
Other accrued expenses | 23,436 | 10,981 |
Accrued liabilities | $ 129,594 | $ 158,103 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair value measurements, recurring basis (Details) - Recurring - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ 9,200 | $ 17,591 |
Series A Preferred Stock Conversion and Exchange Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 8,800 | 4,317 |
Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 400 | 400 |
Series B-3 Preferred Stock Closing Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 11,491 |
Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 1,383 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 1 | Series A Preferred Stock Conversion and Exchange Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 1 | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 1 | Series B-3 Preferred Stock Closing Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 1 | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 2 | Series A Preferred Stock Conversion and Exchange Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 2 | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 2 | Series B-3 Preferred Stock Closing Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 2 | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 9,200 | 17,591 |
Level 3 | Series A Preferred Stock Conversion and Exchange Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 8,800 | 4,317 |
Level 3 | Series B-1 Preferred Stock 6% Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 400 | 400 |
Level 3 | Series B-3 Preferred Stock Closing Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | 0 | 11,491 |
Level 3 | Rights Offering Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities at fair value | $ 0 | $ 1,383 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation of level 3 inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Contingent consideration | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance, December 31, 2018 | $ 0 | $ 23,082 | $ 0 |
Contingent Consideration Issued During the Merger | 69,373 | ||
Fair value adjustment - (gain) loss recognized in other income | 0 | (23,082) | (46,291) |
Preferred Series B Initial Fair Value | 0 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | ||
Ending Balance, December 31, 2019 | 0 | 0 | 23,082 |
Series A Preferred Stock Conversion and Exchange Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance, December 31, 2018 | 4,317 | 0 | 0 |
Contingent Consideration Issued During the Merger | 0 | ||
Fair value adjustment - (gain) loss recognized in other income | (491) | (1,329) | 0 |
Preferred Series B Initial Fair Value | 5,646 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 7,400 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | (2,426) | ||
Ending Balance, December 31, 2019 | 8,800 | 4,317 | 0 |
Series B-1 Preferred Stock 6% Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance, December 31, 2018 | 400 | 0 | 0 |
Contingent Consideration Issued During the Merger | 0 | ||
Fair value adjustment - (gain) loss recognized in other income | 0 | 0 | 0 |
Preferred Series B Initial Fair Value | 400 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | ||
Ending Balance, December 31, 2019 | 400 | 400 | 0 |
Series B-3 Preferred Stock Closing Warrants [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance, December 31, 2018 | 11,491 | 0 | 0 |
Contingent Consideration Issued During the Merger | 0 | ||
Fair value adjustment - (gain) loss recognized in other income | (1,677) | (3,591) | 0 |
Preferred Series B Initial Fair Value | 7,900 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 13,168 | ||
Ending Balance, December 31, 2019 | 0 | 11,491 | 0 |
Rights Offering Fair Value [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning Balance, December 31, 2018 | 1,383 | 0 | 0 |
Contingent Consideration Issued During the Merger | 0 | ||
Fair value adjustment - (gain) loss recognized in other income | 1,383 | 0 | 0 |
Preferred Series B Initial Fair Value | 1,383 | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Transfers, Net | 0 | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | 0 | ||
Ending Balance, December 31, 2019 | $ 0 | $ 1,383 | $ 0 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Narrative (Details) | May 20, 2019USD ($)numberOfDays | Mar. 26, 2018shares |
Series B-3 Preferred Stock Closing Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price of warrants | $ | $ 0.0001 | |
30-DAY VWAP | numberOfDays | 30 | |
Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingently issuable shares (in shares) | shares | 9,000,000 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments Fair value measurements, nonrecurring basis (Details) - Fair Value, Nonrecurring [Member] | Dec. 31, 2019USD ($) |
Series B Preferred Stock Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock Fair Value Nonrecurring | $ 153,400,000 |
Series B Preferred Stock Liability [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock Fair Value Nonrecurring | 0 |
Series B Preferred Stock Liability [Member] | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock Fair Value Nonrecurring | 0 |
Series B Preferred Stock Liability [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Series B Preferred Stock Fair Value Nonrecurring | 153,400,000 |
Series B-3 Preferred Stock Closing Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrants at Closing FV Nonrecurring | 14,100,000 |
Series B-3 Preferred Stock Closing Warrants [Member] | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrants at Closing FV Nonrecurring | 0 |
Series B-3 Preferred Stock Closing Warrants [Member] | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrants at Closing FV Nonrecurring | 0 |
Series B-3 Preferred Stock Closing Warrants [Member] | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Preferred Stock Warrants at Closing FV Nonrecurring | $ 14,100,000 |
Debt - Schedule of long-term de
Debt - Schedule of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | $ 178,927 | $ 187,143 |
Less - Unamortized debt discount and issuance costs | (17,196) | (22,296) |
Less: Current portion of long-term debt | (2,506) | (1,946) |
Long-term debt, less current portion | 159,225 | 162,901 |
Debt - Series B Preferred Stock | 173,868 | 166,141 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 173,345 | 182,687 |
Commercial Equipment Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 5,582 | 4,456 |
Series B Preferred Stock Liability [Member] | ||
Debt Instrument [Line Items] | ||
Total principal due for long-term debt | 185,396 | 180,444 |
Less - Unamortized debt discount and issuance costs | $ (11,528) | $ (14,303) |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Oct. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 16, 2018 |
Third A&R Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of draw amortization | 2.50% | |||
Repayment percentage (maturing September 25, 2023) | 75.00% | |||
Excess cash flow (greater than, Maturing September 25, 2023)) | $ 2,500,000 | |||
Percent of Initial Debt Paid Quarterly | 2.50% | |||
Interest Rate Step Down Trigger Net Lien Leverage Ratio | 2.67 | |||
Third A&R Credit Agreement [Member] | Period One | ||||
Debt Instrument [Line Items] | ||||
First lien net leverage ratio, percentage | 4.75 | |||
Third A&R Credit Agreement [Member] | Period Two | ||||
Debt Instrument [Line Items] | ||||
First lien net leverage ratio, percentage | 3.50 | |||
Third A&R Credit Agreement [Member] | Debt Covenant Period, Period Three [Member] [Member] | ||||
Debt Instrument [Line Items] | ||||
First lien net leverage ratio, percentage | 2.75 | |||
Third A&R Credit Agreement [Member] | Debt Covenant Period, Period Four [Member] | ||||
Debt Instrument [Line Items] | ||||
First lien net leverage ratio, percentage | 2.25 | |||
Third A&R Credit Agreement [Member] | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 4.25% | |||
Third A&R Credit Agreement [Member] | LIBOR | Consenting Lender after 2.67 lien ratio [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 6.75% | |||
Third A&R Credit Agreement [Member] | LIBOR | Consenting Lender to Third A&R Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 8.25% | |||
Third A&R Credit Agreement [Member] | Base rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 3.25% | |||
Third A&R Credit Agreement [Member] | Base rate | Consenting Lender after 2.67 lien ratio [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 5.75% | |||
Third A&R Credit Agreement [Member] | Base rate | Consenting Lender to Third A&R Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 7.25% | |||
First Amendment to Third A&R Credit Agreement | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 2.75% | |||
First Amendment to Third A&R Credit Agreement | Base rate | ||||
Debt Instrument [Line Items] | ||||
Interest rate (percent) | 1.75% | |||
Line of Credit [Member] | Third A&R Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt instrument | $ 50,000,000 | |||
Line of Credit [Member] | First Amendment to Third A&R Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt instrument | $ 75,000,000 | |||
Line of Credit Facility, Increase (Decrease), Net | $ 25,000,000 | |||
Debt Instrument, Unused Borrowing Capacity, Fee | $ 0.0040 | |||
Term loan | Third A&R Credit Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Face amount of debt instrument | $ 300,000,000 | |||
Weighted average interest rate on debt (percent) | 7.00% | 10.35% |
Series B Preferred Stock (Detai
Series B Preferred Stock (Details) | 12 Months Ended | ||||||
Dec. 31, 2020USD ($) | Mar. 04, 2020USD ($)$ / sharesshares | Jan. 21, 2020$ / shares | Dec. 31, 2019USD ($) | Nov. 14, 2019USD ($)$ / sharesshares | Aug. 30, 2019USD ($)$ / sharesshares | May 20, 2019USD ($)$ / sharesshares | |
Series B Preferred Stock | |||||||
Preferred Debt Details [Line Items] | |||||||
Dividend Rate after 1.5:1.0 Leverage | 12.00% | ||||||
Ratio Net Leverage Ratio for Deleveraging Event | 1.50 | ||||||
Series B Cash Dividend before 1.5:1.0 leverage | 13.50% | ||||||
Preferred Stock Paid In Kind Dividend Rate | 15.00% | ||||||
Preferred dividends declared | $ 18,300,000 | $ 10,400,000 | |||||
Series B Preferred Stock Liability [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Make Whole Premium Amount Series B Pref Stock | 150.00% | ||||||
Proceeds Received for series b preferred | $ 80,000,000 | $ 50,000,000 | $ 50,000,000 | ||||
10% Warrants at fully diluted share count | shares | 0.10 | ||||||
Series B-3 Preferred Stock Closing Warrants [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Exercise price of warrants | $ 0.0001 | ||||||
Warrants Issued at Closing of Equity Agreement | shares | 3,568,750 | 900,000 | 2,545,934 | ||||
Shares Issued, Price Per Share | $ / shares | $ 3.69 | $ 2.20 | $ 3.75 | $ 4.21 | |||
Series B-3 Exchange Warrants | |||||||
Preferred Debt Details [Line Items] | |||||||
Warrants Issued at Closing of Equity Agreement | shares | 657,383 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 3.69 | $ 2.20 | |||||
Series B Exchange Percentage | 50.00% | ||||||
Rights Offering Fair Value [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 350,000 | ||||||
Warrants Issued at Closing of Equity Agreement | shares | 12,029 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 3.08 | ||||||
2020 Commitment [Member] [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 15,000,000 | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | 1,322,000 | ||||||
Professional Fees | $ 344,000 | ||||||
2019 Commitment [Member] | |||||||
Preferred Debt Details [Line Items] | |||||||
Proceeds Received for series b preferred | $ 15,000,000 |
Debt - Contractual maturities o
Debt - Contractual maturities of debt obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
2021 | $ 2,506 | |
2022 | 16,938 | |
2023 | 29,986 | |
2024 | 129,368 | |
2025 | 129 | |
Thereafter | 0 | |
Total | $ 178,927 | $ 187,143 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)employeeplanindividual | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Finance Lease, Liability | $ 57,600 | $ 64,200 | |
Finance leased assets, gross | 128,000 | 116,100 | |
Finance leased assets, accumulated depreciation | 55,100 | 34,000 | |
Finance leased assets, net | 72,900 | 82,100 | |
Minimum Power By The Hour Payment | 3,200 | ||
Operating Leases, Rent Expense, Net | $ 13,449 | 9,871 | $ 6,100 |
Deferred compensation, number of plans | plan | 2 | ||
Deferred compensation, number of individuals covered under supplemental executive retirement plan | individual | 4 | ||
Deferred compensation, maximum contractual term | 20 years | ||
Number of former employees receiving benefits | employee | 2 | ||
Number of current employees receiving benefits | employee | 2 | ||
Deferred compensation, expected payments for next fiscal year | $ 100 | ||
Deferred compensation, maximum aggregate payments per year if all participants were retired | 300 | ||
Supplemental Executive Retirement Plan | 3,500 | 4,300 | |
Deferred compensation, recorded liability | 4,200 | 3,700 | |
Deferred compensation, compensation expense | 1,700 | 1,500 | $ 2,200 |
Letters of credit outstanding | 7,800 | 21,000 | |
Outstanding surety bond | 2,800,000 | $ 2,400,000 | |
Litigation Settlement, Expense | $ 1,500 |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum payments of capital lease obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 27,391 |
2022 | 22,161 |
2023 | 6,946 |
2024 | 2,847 |
2025 | 1,461 |
Thereafter | 0 |
Future minimum lease payments | 60,806 |
Less: Amount representing interest | 3,237 |
Present value of minimum lease payments | 57,569 |
Less: Current portion of finance lease obligations | 25,423 |
Finance lease obligations, less current portion | $ 32,146 |
Commitments and Contingencies_3
Commitments and Contingencies - Future minimum payments for operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2021 | $ 11,162 | |
2022 | 9,372 | |
2023 | 7,022 | |
2024 | 3,461 | |
2025 | 1,751 | |
Thereafter | 18,898 | |
Future minimum lease payments | 51,666 | |
Operating Leases, Future Minimum Payments, Interest Included in Payments | 13,677 | |
Operating Leases Future Minimum Payments, Present Value | 37,989 | |
Current portion of operating lease obligations | 8,835 | $ 9,628 |
Operating Lease, Liability, Noncurrent | $ 29,154 | $ 34,572 |
Commitments and Contingencies A
Commitments and Contingencies Additional Lease Information Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Additional Lease Information [Abstract] | |||
Finance Lease, Right-of-Use Asset, Amortization | $ 23,289 | $ 22,609 | |
Finance Lease, Interest Expense | 4,007 | 5,480 | |
Operating Leases, Rent Expense, Net | 13,449 | 9,871 | $ 6,100 |
Short-term Lease, Cost | 158,403 | 46,540 | |
Variable Lease, Cost | 3,836 | 4,361 | |
Sublease Income | (132) | (103) | |
Lease, Cost | 202,852 | 88,758 | |
Operating Cashflow Finance Leases | 4,007 | 5,480 | |
Operating cashflow from operating leases | 13,167 | 17,061 | |
Repayments of Long-term Capital Lease Obligations | 26,184 | 22,850 | 7,138 |
Acquisition of assets/liabilities through finance lease | 19,172 | 2,018 | 48,951 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 6,491 | $ 28,498 | $ 0 |
Finance Lease, Weighted Average Remaining Lease Term | 2 years 6 months 3 days | 2 years 10 months 6 days | |
Operating Lease, Weighted Average Remaining Lease Term | 8 years 2 months 8 days | 8 years 2 months 26 days | |
Finance Lease, Weighted Average Discount Rate, Percent | 6.19% | 6.60% | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.04% | 6.93% |
Earnings (Loss) Per Share - Bas
Earnings (Loss) Per Share - Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||
Net income from continuing operations | $ 728 | $ 6,231 | $ 4,244 | ||
Less: Convertible preferred stock dividends | (2,628) | (2,875) | (1,597) | ||
Less: Contingent consideration fair value adjustment | 0 | (23,082) | (46,291) | ||
Net (loss) income available to common stockholders | $ (1,900) | $ (19,726) | $ (43,644) | ||
Denominator: | |||||
Weighted average common shares outstanding - basic and diluted (in shares) | 20,809,493 | 20,431,096 | 21,665,965 | ||
Net (loss) Income per common share - basic and diluted (usd per share) | $ (0.09) | $ (0.97) | $ (2.01) | $ (2.01) | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Earnout shares removed from outstanding shares | 1,800,000 | ||||
Shares, Outstanding | 22,300,000 | ||||
Convertible preferred shares (in shares) | 5,819,882 | 8,816,119 | 3,100,085 | ||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 7,681,738 | 0 | 0 | ||
Stock compensation (in shares) | 1,846,683 | 904,608 | 59,445 | ||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,477,600 | 8,480,000 | 8,480,000 | ||
Exercise price of warrants (usd per share) | $ 11.50 | ||||
Options | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 480,800 | 646,405 | 713,260 | ||
RSUs | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 604,850 | 817,817 | 187,026 |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | May 20, 2019 |
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 17,483 | 17,483 | |
Preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |
Series B Preferred Stock Warrants at Closing | |||
Class of Stock [Line Items] | |||
Exercise Price of Securities excluded at closing of B-1 | $ 11.50 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued (in shares) | 17,483 | ||
Preferred stock, par value (usd per share) | $ 1,000 | ||
Preferred Stock Rate after 18 mos original agreement | 10.00% | ||
Preferred Stock Series A PIK Div Rate | 12.00% | ||
Default Rate for Uncured Dividends | 2.00% | ||
Preferred dividends declared | $ 4,400,000 | ||
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Anti-dilution Warrants | 528,307 | ||
Preferred dividends declared | $ 18,300,000 | $ 10,400,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares added to equity plan through amendment | 2,000,000 | ||||
Unrecognized stock-based employee compensation expense for unvested stock options | $ 400,000 | ||||
Granted (usd per share) | $ 10.37 | ||||
Performance Shares with Stock Price Requirements | 125,804 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||
Performance Share Stock Price $12 | $ 12 | ||||
Performance Share Stock Price $14 | $ 14 | ||||
Performance Shares with 2019 Adjusted EBITDA Requirement | 479,048 | ||||
Share-based Payment Arrangement, Expense, Tax Benefit | $ 100,000 | $ 0 | |||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected remaining expense period | 2 years 9 months | ||||
Unrecognized stock-based employee compensation expense for unvested restricted stock units | $ 6,200,000 | ||||
Granted (in shares) | 1,138,209 | 1,720,396 | 449,050 | ||
RSUs | Non-employee Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected remaining expense period | 3 months | ||||
Unrecognized stock-based employee compensation expense for unvested restricted stock units | $ 200,000 | ||||
Granted (in shares) | 261,660 | ||||
Value of restricted stock units | $ 600,000 | ||||
Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option expiration period | 10 years | ||||
Expected remaining expense period | 1 year 3 months | ||||
2018 Equity Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant under plan (in shares) | 2,157,765 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 4,409,000 | $ 4,016,000 | $ 1,072,000 |
Tax benefit for stock-based compensation expense | 0 | 0 | 0 |
Stock-based compensation expense, net of tax | 4,409,000 | 4,016,000 | 1,072,000 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 944,000 | 825,000 | 487,000 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 2,881,000 | 2,193,000 | 585,000 |
Director [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 584,000 | $ 998,000 | $ 0 |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Options Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Options | |||
Outstanding, beginning (in shares) | 646,405 | 713,260 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 713,260 |
Exercised (in shares) | (8,022) | 0 | 0 |
Forfeited (in shares) | (157,583) | (66,855) | 0 |
Outstanding, ending (in shares) | 480,800 | 646,405 | 713,260 |
Vested or expected to vest, ending (in shares) | 480,800 | ||
Exercisable (in shares) | 120,978 | ||
Weighted Average Exercise Price | |||
Outstanding, beginning (usd per share) | $ 10.37 | $ 0 | $ 0 |
Granted (usd per share) | 0 | 0 | 10.37 |
Exercised (usd per share) | 10.37 | 0 | 0 |
Forfeited (usd per share) | 10.37 | 10.37 | 0 |
Outstanding, ending (usd per share) | $ 10.37 | $ 10.37 | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | ||
Vested or expected to vest, ending (usd per share) | $ 10.37 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 years 8 months 12 days | ||
Exercisable (usd per share) | $ 10.37 | ||
Aggregate Intrinsic Value, Exerciseable | $ 0 | ||
Weighted Average Contractual Term (in years), Exerciseable | 7 years 8 months 12 days |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Option Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected dividend yield | 0.00% |
Expected volatility | 35.00% |
Risk-free interest rate | 2.63% |
Expected life (in years) | 4 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - RSUs - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of RSUs | |||
Unvested, beginning (in shares) | 2,080,008 | 449,050 | 0 |
Granted (in shares) | 1,138,209 | 1,720,396 | 449,050 |
Vested (in shares) | (627,650) | (42,378) | 0 |
Forfeited (in shares) | (372,813) | (47,060) | 0 |
Unvested, ending (in shares) | 2,217,754 | 2,080,008 | 449,050 |
Weighted Average Grant-Date Fair Value Per Share | |||
Unvested, beginning (usd per share) | $ 4.27 | $ 10.37 | $ 0 |
Granted (usd per share) | 2.25 | 2.96 | 10.37 |
Vested (usd per share) | 4.39 | 10.37 | 0 |
Forfeited (usd per share) | 4.06 | 8.44 | 0 |
Unvested, ending (usd per share) | $ 3.12 | $ 4.27 | $ 10.37 |
Income Taxes - Components of Do
Income Taxes - Components of Domestic and Foreign Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
(Loss) income before income taxes: | |||
U.S operations | $ 14,763 | $ 6,374 | $ (7,955) |
Non-U.S. operations | (1,455) | (1,764) | (743) |
Income (loss) before (provision) benefit for income taxes | 13,308 | 4,610 | (8,698) |
Current (benefit) provision: | |||
Federal | 0 | (148) | (23) |
State | 1,444 | 90 | (902) |
Total current (benefit) provision | 1,444 | (58) | (925) |
Deferred (benefit) provision: | |||
Federal | 10,119 | (1,146) | (10,399) |
State | 1,017 | (417) | (1,618) |
Total deferred (benefit) provision | 11,136 | (1,563) | (12,017) |
Total (benefit) provision for income taxes | $ 12,580 | $ (1,621) | $ (12,942) |
Income Taxes - Income Tax Rate
Income Taxes - Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 21.00% | 21.00% |
State and local income taxes, net of federal benefits | 18.50% | (7.20%) | 26.50% |
Permanent items | 55.80% | (51.20%) | 101.10% |
Other | (0.80%) | 2.20% | 0.20% |
Effective tax rate | 94.50% | (35.20%) | 148.80% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Allowance for doubtful accounts | $ 0 | $ 19 |
Accrued liabilities and deferred compensation | 6,932 | 2,891 |
Alternative minimum tax credit carryforwards | 0 | 0 |
Net operating loss carryforwards | 30,131 | 10,097 |
Transaction costs | 1,695 | 1,767 |
R&D Credit Usage | 215 | 0 |
Section 163(j) interest limitation | 0 | 6,770 |
Other reserves and accruals | 2,236 | 1,289 |
Intangible amortization | 2,374 | 864 |
Deferred Tax Asset, Operating lease right of use asset | 10,554 | 11,284 |
Deferred Tax Assets, Valuation Allowance | (24,360) | 0 |
Total deferred tax assets | 29,777 | 34,981 |
Deferred tax liabilities: | ||
Property, plant and equipment | (15,702) | (9,373) |
Equipment under finance lease | (353) | (577) |
Deferred Tax Liabilities, Leasing Arrangements | (10,124) | (11,126) |
Intangibles | 0 | 0 |
Goodwill | (1,529) | (913) |
Other | 0 | 0 |
Total deferred tax liabilities | (27,708) | (21,989) |
Net deferred tax asset | $ 2,069 | $ 12,992 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | ||
Interest and penalties recognized | $ 0 | |
Accrued interest and penalties recorded | 0 | |
Deferred Tax Assets, Valuation Allowance | $ (24,360,000) | $ 0 |
taxable income limitation to utilize net operating losses percentage | 80.00% | |
Care act net interest expense deduction limit | 50.00% | |
Refund Alternative Minimum tax credit - Cares Act | $ 500,000 | |
Social Security Tax Rate Percent | 6.20% | |
accrued payroll taxes deferred for cares act | $ 13,600,000 | |
Accrued payroll taxes due back to government over 21 and 22 | 50.00% | |
Federal | ||
Valuation Allowance [Line Items] | ||
Operating loss carryover | $ 16,000,000 | |
State | ||
Valuation Allowance [Line Items] | ||
Operating loss carryover | 47,400,000 | |
Canada Revenue Agency | ||
Valuation Allowance [Line Items] | ||
Operating loss carryover | 91,900,000 | |
Deferred Tax Assets, Valuation Allowance | $ (24,000,000) |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - Multiemployer Plans, Pension - plan | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Multiemployer Plans [Line Items] | |||
Percentage of employees who were members of collective bargaining units | 24.00% | 27.00% | 26.00% |
Individually significant plan percentage | 5.00% | ||
Percentage of total dollars contributed by company | 50.00% | 51.00% | 63.00% |
Number of individually significant plans | 3 | 3 | 6 |
Number of plans | 58 | 56 | 55 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Plan Contributions (Details) - Multiemployer Plans, Pension - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Multiemployer Plans [Line Items] | |||
Contributions | $ 18,689 | $ 17,484 | $ 12,666 |
Central Pension Fund of the IUOE & Participating Employers | |||
Multiemployer Plans [Line Items] | |||
Contributions | 4,301 | 3,679 | 2,906 |
Central Laborers' Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2,500 | 2,489 | 1,330 |
Upstate New York Engineers Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 1,100 | ||
Iron Workers Local Union No. 25 Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Contributions | 998 | ||
Operating Engineers' Local 324 Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 840 | ||
Laborers National Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 744 | ||
Midwest Operating Engineers Pension Trust Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 2,526 | 2,673 | |
Other funds | |||
Multiemployer Plans [Line Items] | |||
Contributions | $ 9,362 | $ 8,643 | $ 4,748 |
Segments (Details)
Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,752,905 | $ 1,459,763 | $ 779,343 |
Segment Revenue as a percentage of consolidated revenue | 100.00% | 100.00% | 100.00% |
Gross Profit | $ 188,692 | $ 157,017 | $ 31,526 |
Gross Profit Margin | 10.80% | 10.80% | 4.00% |
Renewables Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,142,842 | $ 834,029 | $ 621,628 |
Segment Revenue as a percentage of consolidated revenue | 65.20% | 57.10% | 79.80% |
Gross Profit | $ 126,919 | $ 88,309 | $ 16,030 |
Gross Profit Margin | 11.10% | 10.60% | 2.60% |
Specialty Civil Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 610,063 | $ 625,734 | $ 157,715 |
Segment Revenue as a percentage of consolidated revenue | 34.80% | 42.90% | 20.20% |
Gross Profit | $ 61,773 | $ 68,708 | $ 15,496 |
Gross Profit Margin | 10.10% | 11.00% | 9.80% |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 09, 2021 | |
IEA, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
IEA, LLC Ownership Preferred Transactions | 100.00% | |||
Ares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership Series B-1 Preferred Stock Transaction | 60.00% | |||
Ownership Series B-2 and B-3 Transaction | 100.00% | |||
Ares [Member] | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Ownership Series B-1 Preferred Stock Transaction | 100.00% | |||
Ownership Series B-2 and B-3 Transaction | 100.00% | |||
Oaktree [Member] | ||||
Related Party Transaction [Line Items] | ||||
Ownership Series B-1 Preferred Stock Transaction | 40.00% | |||
Oaktree [Member] | Subsequent Event | ||||
Related Party Transaction [Line Items] | ||||
Series B-1 Warrants and Exchange Warrants | 100.00% | |||
Oaktree [Member] | Credit Support Fees [Member] | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related parties | $ 0 | $ 0 | $ 200 | |
Oaktree [Member] | Clinton Lease Agreement | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related parties | $ 700 | $ 700 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ in Thousands | Feb. 09, 2021 | Feb. 08, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Preferred stock, shares issued (in shares) | 17,483 | 17,483 | ||
Ares [Member] | ||||
Subsequent Event [Line Items] | ||||
Ownership Series B-1 Preferred Stock Transaction | 60.00% | |||
Ownership Series B-2 and B-3 Transaction | 100.00% | |||
Oaktree [Member] | ||||
Subsequent Event [Line Items] | ||||
Ownership Series B-1 Preferred Stock Transaction | 40.00% | |||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Shares Sold in Secondary Offering | 8,853,283 | |||
Proceeds From Secondary Offering | $ 148,300 | |||
Preferred stock, shares issued (in shares) | 17,483 | |||
Series B Preferred Stock | 20,000 | |||
Series B-3 Preferred Stock | 19,124 | |||
Subsequent Event | Ares [Member] | ||||
Subsequent Event [Line Items] | ||||
Series A Preferred Stock and Series A Conversion Warrants | 100.00% | |||
Ownership Series B-1 Preferred Stock Transaction | 100.00% | |||
Ownership Series B-2 and B-3 Transaction | 100.00% | |||
Subsequent Event | Oaktree [Member] | ||||
Subsequent Event [Line Items] | ||||
Series B-1 Warrants and Exchange Warrants | 100.00% |