falsedesktopIEA2020-09-30000165236220000139{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "\tInfrastructure and Energy Alternatives Inc.\t\n\tTable of Contents\t\n\tPART I. FINANCIAL INFORMATION\t\nItem 1\tFinancial Statements (unaudited)\t\n\tCondensed Consolidated Balance Sheets\t1\n\tCondensed Consolidated Statements of Operations and Comprehensive Income\t2\n\tCondensed Consolidated Statements of Stockholders' Equity (Deficit)\t3\n\tCondensed Consolidated Statements of Cash Flows\t4\n\tNotes to Condensed Consolidated Financial Statements\t6\nItem 2\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t23\nItem 3\tQuantitative and Qualitative Disclosures About Market Risk\t38\nItem 4\tControls and Procedures\t38\n\tPart II. OTHER INFORMATION\t\nItem 1A\tRisk Factors\t39\nItem 5\tOther Information\t39\nItem 6\tExhibits\t41\n", "q10k_tbl_1": "\tSeptember 30 2020\tDecember 31 2019\nAssets\t\t\nCurrent assets:\t\t\nCash and cash equivalents\t57298\t147259\nAccounts receivable net\t186302\t203645\nContract assets\t216513\t179303\nPrepaid expenses and other current assets\t20298\t16855\nTotal current assets\t480411\t547062\nProperty plant and equipment net\t131558\t140488\nOperating lease assets\t38460\t43431\nIntangible assets net\t27280\t37272\nGoodwill\t37373\t37373\nCompany-owned life insurance\t3905\t4752\nDeferred income taxes\t3178\t12992\nOther assets\t278\t1551\nTotal assets\t722443\t824921\nLiabilities and Stockholder's Equity (Deficit)\t\t\nCurrent liabilities:\t\t\nAccounts payable\t117320\t177783\nAccrued liabilities\t156467\t158103\nContract liabilities\t73999\t115634\nCurrent portion of finance lease obligations\t23766\t23183\nCurrent portion of operating lease obligations\t9110\t9628\nCurrent portion of long-term debt\t2661\t1946\nTotal current liabilities\t383323\t486277\nFinance lease obligations less current portion\t33205\t41055\nOperating lease obligations less current portion\t30896\t34572\nLong-term debt less current portion\t159150\t162901\nDebt - Series B Preferred Stock\t171878\t166141\nSeries B Preferred Stock - warrant obligations\t8200\t17591\nDeferred compensation\t7865\t8004\nTotal liabilities\t794517\t916541\nCommitments and contingencies:\t\t\nSeries A Preferred Stock par value $0.0001 per share; 1000000 shares authorized; 17483 shares and 17483 shares issued and outstanding at September 30 2020 and December 31 2019 respectively\t17483\t17483\nStockholders' equity (deficit):\t\t\nCommon stock par value $0.0001 per share; 150000000 and 100000000 shares authorized; 20983584 and 20460533 shares issued and 20983584 and 20446811 outstanding at September 30 2020 and December 31 2019 respectively\t2\t2\nTreasury stock 13722 shares at cost at December 31 2019.\t0\t(76)\nAdditional paid in capital\t34517\t17167\nAccumulated deficit\t(124076)\t(126196)\nTotal stockholders' equity (deficit)\t(89557)\t(109103)\nTotal liabilities and stockholders' equity (deficit)\t722443\t824921\n", "q10k_tbl_2": "\tThree Months Ended\t\tNine Months Ended\t\n\tSeptember 30\t\tSeptember 30\t\n\t2020\t2019\t2020\t2019\nRevenue\t522232\t422022\t1360999\t939764\nCost of revenue\t463343\t369152\t1214828\t849728\nGross profit\t58889\t52870\t146171\t90036\nSelling general and administrative expenses\t29656\t31313\t87214\t84945\nIncome from operations\t29233\t21557\t58957\t5091\nOther income (expense) net:\t\t\t\t\nInterest expense\t(14975)\t(13959)\t(47240)\t(35822)\nOther (expense) income\t3161\t4455\t428\t22557\nIncome (loss) before benefit for income taxes\t17419\t12053\t12145\t(8174)\n(Provision) benefit for income taxes\t(6153)\t556\t(10025)\t3352\nNet income (loss)\t11266\t12609\t2120\t(4822)\nLess: Convertible Preferred Stock dividends\t(619)\t(759)\t(1991)\t(2202)\nLess: Contingent consideration fair value adjustment\t0\t(4247)\t0\t(23082)\nLess: Net income allocated to participating securities\t(2854)\t0\t(35)\t0\nNet income (loss) available for common stockholders\t7793\t7603\t94\t(30106)\nNet income (loss) per common share - basic\t0.37\t0.37\t0\t(1.47)\nNet income (loss) per common share - diluted\t0.32\t0.24\t0\t(1.47)\nWeighted average shares - basic\t20968271\t20446811\t20748193\t20425801\nWeighted average shares - diluted\t35336064\t35419432\t20748193\t20425801\n", "q10k_tbl_3": "\tCommon Stock\t\tAdditional Paid-in Capital\t\tTreasury Stock\t\tAccumulated Deficit\tTotal Equity (Deficit)\n\tShares\tPar Value\t\tShares\tCost\t\nBalance at December 31 2018\t22155\t2\t4751\t\t0\t0\t(135931)\t(131178)\nNet loss\t0\t0\t0\t\t0\t0\t(23639)\t(23639)\nShare-based compensation\t0\t0\t1040\t\t0\t0\t0\t1040\nShare-based payment transaction\t111\t0\t235\t\t(14)\t(76)\t0\t159\nMerger recapitalization transaction\t0\t0\t0\t\t0\t0\t2754\t2754\nCumulative effect from adoption of new accounting standard net of tax\t0\t0\t0\t\t0\t0\t750\t750\nSeries A Preferred dividends\t0\t0\t(525)\t\t0\t0\t0\t(525)\nBalance at March 31 2019\t22266\t2\t5501\t\t(14)\t(76)\t(156066)\t(150639)\nNet income\t0\t0\t0\t\t0\t0\t6208\t6208\nShare-based compensation\t0\t0\t720\t\t0\t0\t0\t720\nSeries B Preferred Stock - Warrants at close\t0\t0\t9422\t\t0\t0\t0\t9422\nSeries A Preferred dividends\t0\t0\t(918)\t\t0\t0\t0\t(918)\nBalance at June 30 2019\t22266\t2\t14725\t\t(14)\t(76)\t(149858)\t(135207)\nNet income\t\t\t\t\t\t\t12609\t12609\nRemoval of Earnout Shares (See Note 1)\t(1805)\t0\t0\t\t0\t0\t0\t0\nShare-based compensation\t0\t0\t1052\t\t0\t0\t0\t1052\nSeries B Preferred Stock - Warrants at close\t0\t0\t3000\t\t0\t0\t0\t3000\nSeries A Preferred dividends\t0\t0\t(759)\t\t0\t0\t0\t(759)\nBalance at September 30 2019\t20461\t2\t18018\t\t(14)\t(76)\t(137249)\t(119305)\nBalance at December 31 2019\t20461\t2\t17167\t\t(14)\t(76)\t(126196)\t(109103)\nNet loss\t0\t0\t0\t\t0\t0\t(12743)\t(12743)\nShare-based compensation\t0\t0\t1113\t\t0\t0\t0\t1113\nShare-based payment transactions\t240\t0\t280\t\t(38)\t(84)\t0\t196\nSeries B Preferred Stock - Warrants at close\t0\t0\t15631\t\t0\t0\t0\t15631\nSeries A Preferred dividends\t0\t0\t(766)\t\t0\t0\t0\t(766)\nBalance at March 31 2020\t20701\t2\t33425\t\t(52)\t(160)\t(138939)\t(105672)\nNet income\t0\t0\t0\t\t0\t0\t3597\t3597\nShare-based compensation\t0\t0\t844\t\t0\t0\t0\t844\nShare-based payment transactions\t441\t0\t800\t\t(129)\t(235)\t0\t565\nSeries A Preferred dividends\t0\t0\t(606)\t\t0\t0\t0\t(606)\nBalance at June 30 2020\t21142\t2\t34463\t\t(181)\t(395)\t(135342)\t(101272)\nNet income\t0\t0\t0\t\t0\t0\t11266\t11266\nShare-based compensation\t0\t0\t1110\t\t0\t0\t0\t1110\nShare-based payment transactions\t23\t0\t(42)\t\t0\t0\t0\t(42)\nRetirement of treasury shares\t(181)\t0\t(395)\t\t181\t395\t0\t0\nSeries A Preferred dividends\t0\t0\t(619)\t\t0\t0\t0\t(619)\nBalance at September 30 2020\t20984\t2\t34517\t\t0\t0\t(124076)\t(89557)\n", "q10k_tbl_4": "\tNine Months Ended September 30\t\n\t2020\t2019\nCash flows from operating activities:\t\t\nNet income (loss)\t2120\t(4822)\nAdjustments to reconcile net loss to net cash used in operating activities:\t\t\nDepreciation and amortization\t36566\t36373\nContingent consideration fair value adjustment\t0\t(23082)\nWarrant liability fair value adjustment\t(171)\t0\nAmortization of debt discounts and issuance costs\t9343\t3765\nShare-based compensation expense\t3067\t2812\nLoss on sale of equipment\t1251\t743\nDeferred compensation\t(139)\t1494\nAccrued dividends on Series B Preferred Stock\t7959\t4135\nDeferred income taxes\t9814\t(2323)\nOther net\t287\t0\nChange in operating assets and liabilities:\t\t\nAccounts receivable\t17327\t(19108)\nContract assets\t(37210)\t(62419)\nPrepaid expenses and other assets\t(3288)\t(5938)\nAccounts payable and accrued liabilities\t(64089)\t3317\nContract liabilities\t(41635)\t9580\nNet cash used in operating activities\t(58798)\t(55473)\nCash flow from investing activities:\t\t\nCompany-owned life insurance\t847\t(81)\nPurchases of property plant and equipment\t(6727)\t(5599)\nProceeds from sale of property plant and equipment\t4151\t7266\nNet cash (used in) provided by investing activities\t(1729)\t1586\nCash flows from financing activities:\t\t\nProceeds from long-term debt\t72000\t50400\nPayments on long-term debt\t(83201)\t(121215)\nDebt financing fees\t0\t(14738)\nPayments on finance lease obligations\t(19301)\t(15953)\nSale-leaseback transaction\t0\t24343\nProceeds from issuance of Series B Preferred Stock\t350\t100000\nProceeds from stock-based awards net\t718\t159\nMerger recapitalization transaction\t0\t2754\nNet cash (used in) provided by financing activities\t(29434)\t25750\nNet change in cash and cash equivalents\t(89961)\t(28137)\nCash and cash equivalents beginning of the period\t147259\t71311\nCash and cash equivalents end of the period\t57298\t43174\n", "q10k_tbl_5": "\tNine Months Ended September 30\t\n\t2020\t2019\nSupplemental disclosures:\t\t\nCash paid for interest\t30149\t28240\nCash paid (received) for income taxes\t(955)\t250\nSchedule of non-cash activities:\t\t\nAcquisition of assets/liabilities through finance lease\t11691\t1992\nAcquisition of assets/liabilities through operating lease\t6028\t0\nSeries A Preferred dividends declared\t1991\t2202\n", "q10k_tbl_6": "(in thousands)\tThree Months Ended\t\tNine Months Ended\t\n\tSeptember 30 2020\tSeptember 30 2019\tSeptember 30 2020\tSeptember 30 2019\nRenewables Segment\t\t\t\t\nWind\t261754\t242586\t827442\t493689\nSolar\t65297\t68\t72617\t2145\n\t327051\t242654\t900059\t495834\nSpecialty Civil Segment\t\t\t\t\nHeavy civil\t119713\t113829\t264656\t250114\nRail\t52955\t40725\t132333\t121113\nEnvironmental\t22513\t24814\t63951\t72703\n\t195181\t179368\t460940\t443930\n", "q10k_tbl_7": "\tRevenue %\t\tRevenue %\t\t\t\n\tThree Months Ended\t\tNine Months Ended\t\tAccounts Receivable %\t\n\tSeptember 30 2020\tSeptember 30 2019\tSeptember 30 2020\tSeptember 30 2019\tSeptember 30 2020\tDecember 31 2019\nCompany A (Specialty Civil Segment)\t*\t*\t*\t11.7%\t*\t*\n", "q10k_tbl_8": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nCosts and estimated earnings in excess of billings on uncompleted contracts\t79801\t91543\nRetainage receivable\t136712\t87760\n\t216513\t179303\n", "q10k_tbl_9": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nBillings in excess of costs and estimated earnings on uncompleted contracts\t73495\t115570\nLoss on contracts in progress\t504\t64\n\t73999\t115634\n", "q10k_tbl_10": "\tThree Months Ended\t\tNine Months Ended\t\n\tSeptember 30\t\tSeptember 30\t\n(in thousands)\t2020\t2019\t2020\t2019\nAllowance for doubtful accounts at beginning of period\t89\t102\t75\t42\nPlus: provision for (reduction in) allowance\t0\t30\t14\t90\nLess: write-offs net of recoveries\t0\t(81)\t0\t(81)\nAllowance for doubtful accounts at period end\t89\t51\t89\t51\n", "q10k_tbl_11": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nBuildings and leasehold improvements\t3420\t2919\nLand\t17600\t17600\nConstruction equipment\t180570\t173434\nOffice equipment furniture and fixtures\t3618\t3487\nVehicles\t12921\t6087\n\t218129\t203527\nAccumulated depreciation\t(86571)\t(63039)\nProperty plant and equipment net\t131558\t140488\n", "q10k_tbl_12": "(in thousands)\tRenewables\tSpecialty Civil\tTotal\nJanuary 1 2019\t3020\t37237\t40257\nAcquisition adjustments\t0\t(2884)\t(2884)\nDecember 31 2019\t3020\t34353\t37373\nAdjustments\t0\t0\t0\nSeptember 30 2020\t3020\t34353\t37373\n", "q10k_tbl_13": "\tSeptember 30 2020\t\t\t\tDecember 31 2019\t\t\t\n($ in thousands)\tGross Carrying Amount\tAccumulated Amortization\tNet Carrying Amount\tWeighted Average Remaining Life\tGross Carrying Amount\tAccumulated Amortization\tNet Carrying Amount\tWeighted Average Remaining Life\nCustomer relationships\t26500\t(7534)\t18966\t5.25 years\t26500\t(4695)\t21805\t6 years\nTrade name\t13400\t(5315)\t8085\t3.25 years\t13400\t(3305)\t10095\t4 years\nBacklog\t13900\t(13671)\t229\t3 months\t13900\t(8528)\t5372\t1 year\n\t53800\t(26520)\t27280\t\t53800\t(16528)\t37272\t\n", "q10k_tbl_14": "(in thousands)\tRemainder of 2020\t2021\t2022\t2023\t2024\nAmortization expense\t1846\t6466\t6466\t5841\t3785\n", "q10k_tbl_15": "\tSeptember 30 2020\t\t\t\tDecember 31 2019\t\t\t\n(in thousands)\tLevel 1\tLevel 2\tLevel 3\tTotal\tLevel 1\tLevel 2\tLevel 3\tTotal\nLiabilities\t\t\t\t\t\t\t\t\nSeries B Preferred Stock - Anti-dilution warrants\t0\t0\t7800\t7800\t0\t0\t4317\t4317\nSeries B-1 Preferred Stock - Performance warrants\t0\t0\t400\t400\t0\t0\t400\t400\nSeries B-3 Preferred - Closing Warrants\t0\t0\t0\t0\t0\t0\t11491\t11491\nRights Offering\t0\t0\t0\t0\t0\t0\t1383\t1383\nTotal liabilities\t0\t0\t8200\t8200\t0\t0\t17591\t17591\n", "q10k_tbl_16": "(in thousands)\tSeries B Preferred Stock - Anti-dilution warrants\tSeries B-1 Preferred Stock - Performance warrants\tSeries B-3 Preferred - Closing Warrants\tRights Offering\nBeginning Balance December 31 2019\t4317\t400\t11491\t1383\nFair value adjustment - (gain) loss recognized in other income\t(1491)\t0\t1677\t(1383)\nTransfer to non-recurring fair value instrument (liability)\t7400\t0\t0\t0\nTransfer to non-recurring fair value instrument (equity)\t(2426)\t0\t(13168)\t0\nEnding Balance September 30 2020\t7800\t400\t0\t0\n", "q10k_tbl_17": "(in thousands)\tSeptember 30 2020\tDecember 31 2019\nTerm loan\t173345\t182687\nCommercial equipment notes\t6303\t4456\nTotal principal due for long-term debt\t179648\t187143\nUnamortized debt discount and issuance costs\t(17837)\t(22296)\nLess: Current portion of long-term debt\t(2661)\t(1946)\nLong-term debt less current portion\t159150\t162901\nDebt - Series B Preferred Stock\t184100\t180444\nUnamortized debt discount and issuance costs\t(12222)\t(14303)\nLong-term Series B Preferred Stock\t171878\t166141\n", "q10k_tbl_18": "(in thousands)\tMaturities\nRemainder of 2020\t3717\n2021\t1229\n2022\t15859\n2023\t29735\n2024\t129108\nThereafter\t0\nTotal contractual maturities\t179648\n", "q10k_tbl_19": "(in thousands)\t\nRemainder of 2020\t6620\n2021\t24716\n2022\t20949\n2023\t5675\n2024\t1819\nThereafter\t611\nFuture minimum lease payments\t60390\nLess: Amount representing interest\t(3419)\nPresent value of minimum lease payments\t56971\nLess: Current portion of finance lease obligations\t23766\nFinance lease obligations less current portion\t33205\n", "q10k_tbl_20": "(in thousands)\t\nRemainder of 2020\t3136\n2021\t10887\n2022\t9123\n2023\t6934\n2024\t3454\nThereafter\t20650\nFuture minimum lease payments\t54184\nLess: Amount representing interest\t(14178)\nPresent value of minimum lease payments\t40006\nLess: Current portion of operating lease obligations\t9110\nOperating lease obligations less current portion\t30896\n", "q10k_tbl_21": "\tThree months ended\t\tNine Months Ended\t\n\tSeptember 30 2020\tSeptember 30 2019\tSeptember 30 2020\tSeptember 30 2019\nFinance Lease cost:\t\t\t\t\nAmortization of right-of-use assets\t5281\t6109\t16836\t16954\nInterest on lease liabilities\t891\t1444\t3017\t4342\nOperating lease cost\t3340\t2646\t10307\t6791\nShort-term lease cost\t49817\t16969\t116585\t31737\nVariable lease cost\t891\t986\t2835\t3366\nSublease Income\t(33)\t(24)\t(99)\t(71)\nTotal lease cost\t60187\t28130\t149481\t63119\nOther information:\t\t\t\t\nCash paid for amounts included in the measurement of lease liabilities:\t\t\t\t\nOperating cash flows from finance leases\t891\t1444\t3017\t4342\nOperating cash flows from operating leases\t3275\t4499\t10003\t11675\nWeighted-average remaining lease term - finance leases\t\t\t2.55 years\t2.92 years\nWeighted-average remaining lease term - operating leases\t\t\t8.16 years\t9.04 years\nWeighted-average discount rate - finance leases\t\t\t6.07%\t6.64%\nWeighted-average discount rate - operating leases\t\t\t6.94%\t6.92%\n", "q10k_tbl_22": "\tThree Months Ended\t\tNine Months Ended\t\n\tSeptember 30\t\tSeptember 30\t\n($ in thousands except per share data)\t2020\t2019\t2020\t2019\nNumerator:\t\t\t\t\nNet income (loss)\t11266\t12609\t2120\t(4822)\nLess: Convertible Preferred Stock dividends\t(619)\t(759)\t(1991)\t(2202)\nLess: Contingent consideration fair value adjustment\t0\t(4247)\t0\t(23082)\nLess: Net income allocated to participating securities(1)\t(2854)\t0\t(35)\t0\nNet income (loss) available to common stockholders\t7793\t7603\t94\t(30106)\nDenominator:\t\t\t\t\nWeighted average common shares outstanding - basic\t20968271\t20446811\t20748193\t20425801\nSeries B Preferred - Warrants\t7683903\t2845840\t0\t0\nConvertible Series A Preferred\t4758887\t11486534\t0\t0\nRSUs\t1925003\t640247\t0\t0\nWeighted average common shares outstanding - diluted\t35336064\t35419432\t20748193\t20425801\nAnti-dilutive: (2)(3)\t\t\t\t\nConvertible Series A Preferred\t0\t0\t6920305\t8968856\nSeries B Preferred - Warrants\t0\t0\t7680981\t1325779\nRSUs\t0\t0\t1825123\t542421\nBasic EPS\t0.37\t0.37\t0\t(1.47)\nDiluted EPS\t0.32\t0.24\t0\t(1.47)\n", "q10k_tbl_23": "\tThree Months Ended September 30\t\t\t\tNine Months Ended September 30\t\t\t\n(in thousands)\t2020\t\t2019\t\t2020\t\t2019\t\nSegment\tRevenue\t% of Total Revenue\tRevenue\t% of Total Revenue\tRevenue\t% of Total Revenue\tRevenue\t% of Total Revenue\nRenewables\t327051\t62.6%\t242654\t57.5%\t900059\t66.1%\t495834\t52.8%\nSpecialty Civil\t195181\t37.4%\t179368\t42.5%\t460940\t33.9%\t443930\t47.2%\nTotal revenue\t522232\t100.0%\t422022\t100.0%\t1360999\t100.0%\t939764\t100.0%\n", "q10k_tbl_24": "\tThree Months Ended September 30\t\t\t\tNine Months Ended September 30\t\t\t\n(in thousands)\t2020\t\t2019\t\t2020\t\t2019\t\nSegment\tGross Profit\tGross Profit Margin\tGross Profit\tGross Profit Margin\tGross Profit\tGross Profit Margin\tGross Profit\tGross Profit Margin\nRenewables\t37371\t11.4%\t27469\t11.3%\t100183\t11.1%\t44777\t9.0%\nSpecialty Civil\t21518\t11.0%\t25401\t14.2%\t45988\t10.0%\t45259\t10.2%\nTotal gross profit\t58889\t11.3%\t52870\t12.5%\t146171\t10.7%\t90036\t9.6%\n", "q10k_tbl_25": "\tThree Months Ended September 30\t\t\t\n(in thousands)\t2020\t\t2019\t\nRevenue\t522232\t100.0%\t422022\t100.0%\nCost of revenue\t463343\t88.7%\t369152\t87.5%\nGross profit\t58889\t11.3%\t52870\t12.5%\nSelling general and administrative expenses\t29656\t5.7%\t31313\t7.4%\nIncome from operations\t29233\t5.6%\t21557\t5.1%\nInterest expense net\t(14975)\t(2.9)%\t(13959)\t(3.3)%\nOther income\t3161\t0.6%\t4455\t1.1%\nIncome from continuing operations before income taxes\t17419\t3.3%\t12053\t2.9%\n(Provision) benefit for income taxes\t(6153)\t(1.2)%\t556\t0.1%\nNet income\t11266\t2.2%\t12609\t3.0%\n", "q10k_tbl_26": "\tThree Months Ended September 30\t\t\t\n(in thousands)\t2020\t\t2019\t\nSegment\tRevenue\t% of Total Revenue\tRevenue\t% of Total Revenue\nRenewables\t327051\t62.6%\t242654\t57.5%\nSpecialty Civil\t195181\t37.4%\t179368\t42.5%\nTotal revenue\t522232\t100.0%\t422022\t100.0%\nSegment\tGross Profit\tGross Profit Margin\tGross Profit\tGross Profit Margin\nRenewables\t37371\t11.4%\t27469\t11.3%\nSpecialty Civil\t21518\t11.0%\t25401\t14.2%\nTotal gross profit\t58889\t11.3%\t52870\t12.5%\n", "q10k_tbl_27": "\tNine Months Ended September 30\t\t\t\n(in thousands)\t2020\t\t2019\t\nRevenue\t1360999\t100%\t939764\t100.0%\nCost of revenue\t1214828\t89.3%\t849728\t90.4%\nGross profit\t146171\t10.7%\t90036\t9.6%\nSelling general and administrative expenses\t87214\t6.4%\t84945\t9.0%\nIncome from operations\t58957\t4.3%\t5091\t0.5%\nInterest expense net\t(47240)\t(3.5)%\t(35822)\t(3.8)%\nOther income\t428\t-%\t22557\t2.4%\nIncome from continuing operations before income taxes\t12145\t0.9%\t(8174)\t(0.9)%\n(Provision) benefit for income taxes\t(10025)\t(0.7)%\t3352\t0.4%\nNet income (loss)\t2120\t0.2%\t(4822)\t(0.5)%\n", "q10k_tbl_28": "(in thousands)\tNine Months Ended September 30\t\t\t\n\t2020\t\t2019\t\nSegment\tRevenue\t% of Total Revenue\tRevenue\t% of Total Revenue\nRenewables\t900059\t66.1%\t495834\t52.8%\nSpecialty Civil\t460940\t33.9%\t443930\t47.2%\nTotal revenue\t1360999\t100.0%\t939764\t100.0%\nSegment\tGross Profit\tGross Profit Margin\tGross Profit\tGross Profit Margin\nRenewables\t100183\t11.1%\t44777\t9.0%\nSpecialty Civil\t45988\t10.0%\t45259\t10.2%\nTotal gross profit\t146171\t10.7%\t90036\t9.6%\n", "q10k_tbl_29": "(in millions)\t\t\nSegments\tSeptember 30 2020\tDecember 31 2019\nRenewables\t1435.5\t1582.5\nSpecialty Civil\t472.2\t588.7\nTotal\t1907.7\t2171.2\n", "q10k_tbl_30": "\tNine Months Ended September 30\t\n(in thousands)\t2020\t2019\nNet cash used in operating activities\t(58798)\t(55473)\nNet cash provided by (used in) investing activities\t(1729)\t1586\nNet cash provided by (used in) financing activities\t(29434)\t25750\n", "q10k_tbl_31": "First Lien Net Leverage Ratio\tLIBOR Loans\tBase Rate Loans\nLess than 1.00:1.00\t2.50%\t1.50%\nLess than 2.00:1.00 but greater than or equal to 1.00:1.00\t2.75%\t1.75%\nLess than 3.00:1.00 but greater than or equal to 2.00:1.00\t3.00%\t2.00%\nLess than 3.50:1.00 but greater than or equal to 3.00:1.00\t3.25%\t2.25%\nGreater than or equal to 3.50:1.00\t3.50%\t2.50%\n", "q10k_tbl_32": "Senior Secured Net Leverage Ratio\tApplicable Unused Commitment Fee Rate\nLess than 1.00:1.00\t0.35%\nLess than 2.00:1.00 but greater than or equal to 1.00:1.0\t0.40%\nLess than 3.00:1.00 but greater than or equal to 2.00:1.00\t0.45%\nGreater than or equal to 3.00:1.00\t0.50%\n", "q10k_tbl_33": "\tPayments due by period\t\t\t\t\t\t\n(in thousands)\tTotal\tRemainder of 2020\t2021\t2022\t2023\t2024\tThereafter\nDebt (principal) (1)\t179648\t3717\t1229\t15859\t29735\t129108\t0\nDebt (interest) (2)\t43803\t3115\t12144\t11971\t10277\t6296\t0\nDebt - Series B Preferred Stock (3)\t199474\t0\t0\t0\t0\t0\t199474\nDividends - Series B Preferred Stock (4)\t130553\t6600\t26401\t26401\t26401\t26401\t18349\nFinance leases (5)\t60390\t6620\t24716\t20949\t5675\t1819\t611\nOperating leases (6)\t54184\t3136\t10887\t9123\t6934\t3454\t20650\nTotal\t668052\t23188\t75377\t84303\t79022\t167078\t239084\n", "q10k_tbl_34": "Exhibit Number\tDescription\n2.1\tAgreement and Plan of Merger dated as of November 3 2017 by and among the Company IEA Energy Services LLC Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.1 to the Company's Amendment No. 1 to its Current Report on Form 8-K (File No. 001-37796) filed November 8 2017).\n2.2\tAmendment No. 1 to the Agreement and Plan of Merger dated as of November 15 2017 by and among IEA Energy Services LLC M III Acquisition Corp. Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K (File No. 001-37796) filed November 21 2017).\n2.3\tAmendment No. 2 to the Agreement and Plan of Merger dated as of December 27 2017 by and among IEA Energy Services LLC M III Acquisition Corp. Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K (File No. 001-37796) filed January 2 2018).\n2.4\tAmendment No. 3 to the Agreement and Plan of Merger dated as of January 9 2018 by and among IEA Energy Services LLC M III Acquisition Corp. Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K (File No. 001-37796) filed January 10 2018).\n2.5\tAmendment No. 4 to the Agreement and Plan of Merger dated as of February 7 2018 by and among IEA Energy Services LLC M III Acquisition Corp. Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.5 to the Company's Current Report on Form 8-K (File No. 001-37796) filed February 9 2018).\n", "q10k_tbl_35": "2.6\tAmendment No. 5 to the Agreement and Plan of Merger dated as of March 8 2018 by and among IEA Energy Services LLC M III Acquisition Corp. Wind Merger Sub I Inc. Wind Merger Sub II LLC Infrastructure and Energy Alternatives LLC Oaktree Power Opportunities Fund III Delaware L.P. solely in its capacity as the representative of the seller and solely for purposes of Section 10.3 thereof and to the extent related thereto Article 12 thereof M III Sponsor I LLC and M III Sponsor I LP (incorporated by reference to Exhibit 2.6 to the Company's Current Report on Form 8-K (File No. 001-37796) filed March 8 2018).\n2.7\tPurchase and Sale Agreement dated August 9 2018 by and among IEA Energy Services LLC Consolidated Construction Solutions I LLC and Consolidated Construction Investment Holdings LLC (incorporated by reference to Exhibit 2.1 to the Company's Amendment to the Current Report on Form 8-K/A (File No. 001-37796) filed August 14 2018).\n2.8\tEquity Purchase Agreement dated October 12 2018 by and among IEA Energy Services LLC William Charles Construction Group and the owners thereof (incorporated by reference to Exhibit 2.1 to the Company's Amendment to the Current Report on Form 8-K/A (File No. 001-37796) filed October 15 2018).\n2.9\tAmendment No. 1 to Equity Purchase Agreement dated October 31 2018 by and among IEA Energy Services LLC William Charles Construction Group and the owners thereof (incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K (File No. 001-37796) filed November 2 2018).\n3.1*\tSecond Amended and Restated Certificate of Incorporation of Infrastructure and Energy Alternatives Inc. as amended through May 29 2020.\n3.2\tAmended and Restated Bylaws of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n3.3\tCertificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n3.4\tAmended and Restated Certificate of Designations of Series A Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-37796) filed May 22 2019).\n3.5\tCertificate of Designations of Series B Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-37796) filed May 22 2019).\n3.6\tAmended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K (File No. 001-37796) filed August 30 2019).\n3.7\tCertificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed August 30 2019).\n3.8\tCertificate of Designations of Series B-3 Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n3.9\tSecond Amended and Restated Certificate of Designations of Series B-1 Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n3.10\tAmended and Restated Certificate of Designations of Series B-2 Preferred Stock of Infrastructure and Energy Alternatives Inc. (incorporated by reference to Exhibit 3.3 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n4.1\tSpecimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n4.2\tSpecimen Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n4.3\tSpecimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n4.4\tWarrant Certificate dated August 30 2019 by and among Infrastructure and Energy Alternatives Inc. and Ares Special Situations Fund IV L.P. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed August 30 2019).\n4.5\tWarrant Certificate dated August 30 2019 by and among Infrastructure and Energy Alternatives Inc. and ASOF Holdings I L.P. (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K (File No. 001-37796) filed August 30 2019).\n4.6\tWarrant Agreement dated July 7 2016 between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 001-37796) filed July 13 2016).\n", "q10k_tbl_36": "4.7\tAmended and Restated Warrant Agreement dated as of March 26 2018 by and between the Company and Continental Stock Transfer & Trust Company as Warrant Agent. (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 29 2018).\n4.8\tWarrant Agreement dated May 20 2019 by and among Infrastructure and Energy Alternatives Inc. and Ares Special Situations Fund IV L.P. (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K (File No. 001-37796) filed May 22 2019).\n4.9\tWarrant Agreement dated May 20 2019 by and among Infrastructure and Energy Alternatives Inc. and OT POF IEA Preferred B Aggregator L.P. (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K (File No. 001-37796) filed May 22 2019).\n4.10\tWarrant Certificate dated November 14 2019 by and among Infrastructure and Energy Alternatives Inc. and Ares Special Situations Fund IV L.P. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n4.11\tWarrant Certificate dated November 14 2019 by and among Infrastructure and Energy Alternatives Inc. and ASOF Holdings I L.P. (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n4.12\tWarrant Certificate dated November 14 2019 by and among Infrastructure and Energy Alternatives Inc. and Infrastructure and Energy Alternatives LLC (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K (File No. 001-37796) filed November 15 2019).\n4.13\tSubscription Rights Certificate (incorporated by reference to Exhibit 4.13 of the Company's Registration Statement on Form S-1 (File No. 333-235280) filed January 29 2020).\n4.14\tForm of Warrant Certificate (incorporated by reference to Exhibit A to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-37796) filed March 4 2020).\n4.15\tWarrant Agreement dated as of March 3 2020 by and between Infrastructure and Energy Alternatives Inc. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 001-37796) filed March 4 2020).\n10.1\tFirst Amendment to the Third Amended and Restated Credit and Guarantee Agreement dated as of October 30 2020 by and among the Company IEA Intermediate Holdco LLC IEA Energy Services LLC the Subsidiary Guarantors party thereto Jefferies Finance LLC as administrative agent and as collateral agent KeyBank National Association as the revolving agent an issuing bank and a revolving lender the other revolving lenders and the financial institutions party thereto as incremental lenders (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-37796) filed on November 4 2020).\n10.2*†\tAmended and Restated Employment Agreement dated as of November 5 2020 between IEA Energy Services LLC and J.P. Roehm.\n10.3*†\tAmended and Restated Employment Agreement dated as of November 5 2020 between IEA Energy Services LLC and Michael Stoecker.\n10.4*†\tAmended and Restated Employment Agreement dated as of November 5 2020 between IEA Energy Services LLC and Gil Melman.\n31.1*\tCertification of the Principal Executive Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.\n31.2*\tCertification of the Principal Financial Officer required by Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934 as amended as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.\n32.1**\tCertification of the Principal Executive Officer required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.\n32.2**\tCertification of the Principal Financial Officer required by 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.\n101.INS*\tXBRL Instance Document (the Instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL)\n101.SCH*\tXBRL Taxonomy Extension Schema Document\n101.CAL*\tXBRL Taxonomy Extension Calculation Linkbase Document\n101.DEF*\tXBRL Taxonomy Extension Definition Linkbase Document\n101.LAB*\tXBRL Taxonomy Extension Label Linkbase Document\n101.PRE*\tXBRL Taxonomy Extension Presentation Linkbase Document\n104\tCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)\n"}{"bs": "q10k_tbl_1", "is": "q10k_tbl_2", "cf": "q10k_tbl_4"}None
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 001-37796
Infrastructure & Energy Alternatives, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
47-4787177
(State or Other Jurisdiction of Incorporation)
(IRS Employer Identification No.)
6325 Digital Way
Suite 460
Indianapolis, Indiana
46278
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (765) 828-2580
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbols(s)
Name of exchange on which registered
Common Stock, $0.0001 par value
IEA
The NASDAQ Stock Market LLC
Warrants for Common Stock
IEAWW
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past ninety days.☑Yes☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑Yes☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large accelerated filer☐Accelerated filer ☐Non-accelerated filer☑ Smaller reporting company ☑Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐Yes ☑ No
Number of shares of Common Stock outstanding as of the close of business on November 9, 2020: 22,789,262.
Series A Preferred Stock, par value, $0.0001 per share; 1,000,000 shares authorized; 17,483 shares and 17,483 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively
17,483
17,483
Stockholders' equity (deficit):
Common stock, par value, $0.0001 per share; 150,000,000 and 100,000,000 shares authorized; 20,983,584 and 20,460,533 shares issued and 20,983,584 and 20,446,811 outstanding at September 30, 2020 and December 31, 2019, respectively
2
2
Treasury stock, 13,722 shares at cost at December 31, 2019.
—
(76)
Additional paid in capital
34,517
17,167
Accumulated deficit
(124,076)
(126,196)
Total stockholders' equity (deficit)
(89,557)
(109,103)
Total liabilities and stockholders' equity (deficit)
$
722,443
$
824,921
See accompanying notes to condensed consolidated financial statements.
1
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Operations
($ in thousands, except per share data)
(Unaudited)
Three Months Ended
Nine Months Ended
September 30,
September 30,
2020
2019
2020
2019
Revenue
$
522,232
$
422,022
$
1,360,999
$
939,764
Cost of revenue
463,343
369,152
1,214,828
849,728
Gross profit
58,889
52,870
146,171
90,036
Selling, general and administrative expenses
29,656
31,313
87,214
84,945
Income from operations
29,233
21,557
58,957
5,091
Other income (expense), net:
Interest expense
(14,975)
(13,959)
(47,240)
(35,822)
Other (expense) income
3,161
4,455
428
22,557
Income (loss) before benefit for income taxes
17,419
12,053
12,145
(8,174)
(Provision) benefit for income taxes
(6,153)
556
(10,025)
3,352
Net income (loss)
$
11,266
$
12,609
$
2,120
$
(4,822)
Less: Convertible Preferred Stock dividends
(619)
(759)
(1,991)
(2,202)
Less: Contingent consideration fair value adjustment
—
(4,247)
—
(23,082)
Less: Net income allocated to participating securities
(2,854)
—
(35)
—
Net income (loss) available for common stockholders
$
7,793
$
7,603
$
94
$
(30,106)
Net income (loss) per common share - basic
0.37
0.37
—
(1.47)
Net income (loss) per common share - diluted
0.32
0.24
—
(1.47)
Weighted average shares - basic
20,968,271
20,446,811
20,748,193
20,425,801
Weighted average shares - diluted
35,336,064
35,419,432
20,748,193
20,425,801
See accompanying notes to condensed consolidated financial statements.
2
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Stockholders' Equity (Deficit)
($ in thousands)
(Unaudited)
Common Stock
Additional Paid-in Capital
Treasury Stock
Accumulated Deficit
Total Equity (Deficit)
Shares
Par Value
Shares
Cost
Balance at December 31, 2018
22,155
2
4,751
—
—
(135,931)
(131,178)
Net loss
—
—
—
—
—
(23,639)
(23,639)
Share-based compensation
—
—
1,040
—
—
—
1,040
Share-based payment transaction
111
—
235
(14)
(76)
—
159
Merger recapitalization transaction
—
—
—
—
—
2,754
2,754
Cumulative effect from adoption of new accounting standard, net of tax
—
—
—
—
—
750
750
Series A Preferred dividends
—
—
(525)
—
—
—
(525)
Balance at March 31, 2019
22,266
$
2
$
5,501
(14)
$
(76)
$
(156,066)
$
(150,639)
Net income
—
—
—
—
—
6,208
6,208
Share-based compensation
—
—
720
—
—
—
720
Series B Preferred Stock - Warrants at close
—
—
9,422
—
—
—
9,422
Series A Preferred dividends
—
—
(918)
—
—
—
(918)
Balance at June 30, 2019
22,266
$
2
$
14,725
(14)
$
(76)
$
(149,858)
$
(135,207)
Net income
12,609
12,609
Removal of Earnout Shares (See Note 1)
(1,805)
—
—
—
—
—
—
Share-based compensation
—
—
1,052
—
—
—
1,052
Series B Preferred Stock - Warrants at close
—
—
3,000
—
—
—
3,000
Series A Preferred dividends
—
—
(759)
—
—
—
(759)
Balance at September 30, 2019
20,461
$
2
$
18,018
(14)
$
(76)
$
(137,249)
$
(119,305)
Balance at December 31, 2019
20,461
$
2
$
17,167
(14)
$
(76)
$
(126,196)
$
(109,103)
Net loss
—
—
—
—
—
(12,743)
(12,743)
Share-based compensation
—
—
1,113
—
—
—
1,113
Share-based payment transactions
240
—
280
(38)
(84)
—
196
Series B Preferred Stock - Warrants at close
—
—
15,631
—
—
—
15,631
Series A Preferred dividends
—
—
(766)
—
—
—
(766)
Balance at March 31, 2020
20,701
$
2
$
33,425
(52)
$
(160)
$
(138,939)
$
(105,672)
Net income
—
—
—
—
—
3,597
3,597
Share-based compensation
—
—
844
—
—
—
844
Share-based payment transactions
441
—
800
(129)
(235)
—
565
Series A Preferred dividends
—
—
(606)
—
—
—
(606)
Balance at June 30, 2020
21,142
$
2
$
34,463
(181)
$
(395)
$
(135,342)
$
(101,272)
Net income
—
—
—
—
—
11,266
11,266
Share-based compensation
—
—
1,110
—
—
—
1,110
Share-based payment transactions
23
—
(42)
—
—
—
(42)
Retirement of treasury shares
(181)
—
(395)
181
395
—
—
Series A Preferred dividends
—
—
(619)
—
—
—
(619)
Balance at September 30, 2020
20,984
$
2
$
34,517
—
$
—
$
(124,076)
$
(89,557)
See accompanying notes to condensed consolidated financial statements.
3
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
Nine Months Ended September 30,
2020
2019
Cash flows from operating activities:
Net income (loss)
$
2,120
$
(4,822)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
36,566
36,373
Contingent consideration fair value adjustment
—
(23,082)
Warrant liability fair value adjustment
(171)
—
Amortization of debt discounts and issuance costs
9,343
3,765
Share-based compensation expense
3,067
2,812
Loss on sale of equipment
1,251
743
Deferred compensation
(139)
1,494
Accrued dividends on Series B Preferred Stock
7,959
4,135
Deferred income taxes
9,814
(2,323)
Other, net
287
—
Change in operating assets and liabilities:
Accounts receivable
17,327
(19,108)
Contract assets
(37,210)
(62,419)
Prepaid expenses and other assets
(3,288)
(5,938)
Accounts payable and accrued liabilities
(64,089)
3,317
Contract liabilities
(41,635)
9,580
Net cash used in operating activities
(58,798)
(55,473)
Cash flow from investing activities:
Company-owned life insurance
847
(81)
Purchases of property, plant and equipment
(6,727)
(5,599)
Proceeds from sale of property, plant and equipment
4,151
7,266
Net cash (used in) provided by investing activities
(1,729)
1,586
Cash flows from financing activities:
Proceeds from long-term debt
72,000
50,400
Payments on long-term debt
(83,201)
(121,215)
Debt financing fees
—
(14,738)
Payments on finance lease obligations
(19,301)
(15,953)
Sale-leaseback transaction
—
24,343
Proceeds from issuance of Series B Preferred Stock
350
100,000
Proceeds from stock-based awards, net
718
159
Merger recapitalization transaction
—
2,754
Net cash (used in) provided by financing activities
(29,434)
25,750
Net change in cash and cash equivalents
(89,961)
(28,137)
Cash and cash equivalents, beginning of the period
147,259
71,311
Cash and cash equivalents, end of the period
$
57,298
$
43,174
See accompanying notes to condensed consolidated financial statements.
4
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
(Continued)
Nine Months Ended September 30,
2020
2019
Supplemental disclosures:
Cash paid for interest
30,149
28,240
Cash paid (received) for income taxes
(955)
250
Schedule of non-cash activities:
Acquisition of assets/liabilities through finance lease
11,691
1,992
Acquisition of assets/liabilities through operating lease
6,028
—
Series A Preferred dividends declared
1,991
2,202
See accompanying notes to condensed consolidated financial statements.
5
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Note 1. Business, Basis of Presentation and Significant Accounting Policies
Organization and Reportable Segments
Infrastructure and Energy Alternatives, Inc., a Delaware corporation, is a holding company organized on August 4, 2015 (together with its wholly-owned subsidiaries, “IEA” or the “Company”). On March 26, 2018, we became a public company by consummating a merger (the “Merger”) pursuant to an Agreement and Plan of Merger, dated November 3, 2017, with M III Acquisition Corporation (“M III”).
As of December 31, 2019, the Company's total annual gross revenues exceeded $1.07 billion and thus we are no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”).
We segregate our business into two reportable segments: the Renewables segment and the Specialty Civil segment. See Note 10. Segments for a description of the reportable segments and their operations.
COVID-19 Pandemic
During March 2020, the World Health Organization declared a global pandemic related to the rapidly growing outbreak of a novel strain of coronavirus (“COVID-19”). The COVID-19 pandemic has significantly affected economic conditions in the United States and internationally as national, state and local governments reacted to the public health crisis by requiring mitigation measures that have disrupted business activities for an uncertain period of time. The effects of the COVID-19 pandemic could affect the Company’s future business activities and financial results, including; new contract awards, reduced crew productivity, contract amendments/cancellations, higher operating costs and/or delayed project start dates or project shutdowns that may be requested or mandated by governmental authorities or others.
The Company believes that the COVID-19 pandemic has not had a material adverse impact on the Company’s financial results for the period ended September 30, 2020. Most of the Company’s construction services are currently deemed essential under governmental mitigation orders and all of our business segments continue to operate. The Company has issued several notices of force majeure for the purpose of recognizing delays in construction schedules due to COVID-19 outbreaks on certain of its teams and has also received notices of force majeure from the owners of certain projects and certain subcontractors. Management does not believe that any delays on projects related to these events of force majeure will have a material impact on its results of operations.
Management’s top priority has been to take appropriate actions to protect the health and safety of the Company's employees, customers and business partners, including adjusting the Company's standard operating procedures to respond to evolving health guidelines. Management believes that it is taking appropriate steps to mitigate any potential impact to the Company; however, given the uncertainty regarding the potential effects of the COVID-19 pandemic, any future impacts cannot be quantified or predicted with specificity.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions for Quarterly Reports on Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and footnote disclosures normally included in the annual audited consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Adjustments necessary to arrive at net income (loss) available for common stockholders, previously disclosed in Note 8. Earnings Per Share, have been added to the prior period presentation of the consolidated statements of operations to be comparable with the current period presentation.
The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries and in the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring adjustments) that are necessary to present fairly the results of operations for the interim periods presented. The results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. These financial statements should be read in conjunction with the
6
Company’s audited consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s 2019 Annual Report on Form 10-K.
Basis of Accounting and Use of Estimates
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP.The preparation of the condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes. Key estimates include: the recognition of revenue and project profit or loss; fair value estimates; 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 its estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations, actual results could differ materially from those estimates.
Revenue Recognition
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 Company adopted this standard for interim periods beginning after December 31, 2019, and recorded adjustments to the previously issued quarterly financial statements for the nine months ended September 30, 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 nine months ended September 30, 2019 and reducing the December 31, 2019 accumulated deficit. The Company also adjusted the September 30, 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.
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 98.4% and 98.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 97.6% and 94.1% for the nine months ended September 30, 2020 and 2019, respectively. Revenue and related costs for 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 1.6% and 1.5% of consolidated revenue from operations for the three months ended September 30, 2020 and 2019, respectively, and totaled 2.4% and 5.9% for the nine months ended September 30, 2020 and 2019, 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
7
Company’s 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 generally 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 contracts, including approved and unapproved change orders. As of September 30, 2020, the amount of the Company’s remaining performance obligations was $886.2 million. The Company expects to recognize approximately 37.3% of its remaining performance obligations as revenue during 2020. Revenue recognized from performance obligations satisfied in previous periods was $(0.8) million and $4.1 million for the three months ended September 30, 2020 and 2019, respectively, and $(4.4) million and $8.0 million for the nine months ended September 30, 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 legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer 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 September 30, 2020 and year ended December 31, 2019, the Company included approximately $67.1 million and $73.3 million, respectively, of 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 change order 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.
8
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:
(in thousands)
Three Months Ended
Nine Months Ended
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Renewables Segment
Wind
$
261,754
$
242,586
827,442
$
493,689
Solar
65,297
68
72,617
2,145
$
327,051
$
242,654
$
900,059
$
495,834
Specialty Civil Segment
Heavy civil
$
119,713
$
113,829
264,656
$
250,114
Rail
52,955
40,725
132,333
121,113
Environmental
22,513
24,814
63,951
72,703
$
195,181
$
179,368
$
460,940
$
443,930
Concentrations
The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended:
Revenue %
Revenue %
Three Months Ended
Nine Months Ended
Accounts Receivable %
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
September 30, 2020
December 31, 2019
Company A (Specialty Civil Segment)
*
*
*
11.7
%
*
*
* Amount was not above 10% threshold
Recently Adopted Accounting Standards - Guidance Adopted in 2020
In August 2018, the Financial Accounting Standards Board (the “FASB”) issued ASU 2018-13, “Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,” which eliminates certain disclosure requirements for recurring and non-recurring fair value measurements, such as the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and adds new disclosure requirements for Level 3 measurements. ASU 2018-13 was effective for all entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. 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.
In February 2016, the FASB issued ASU 2016-02,“Leases (Topic 842),” which is effective for annual reporting periods beginning after December 15, 2018. Under Topic 842, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Topic 842 requires entities to adopt the new lease standard using a modified retrospective method and initially apply the related guidance at the beginning of the earliest period presented in the financial statements.
The Company adopted Topic 842 using the modified retrospective method as of January 1, 2019 and for interim periods beginning after December 31, 2019, without adjusting comparative periods in the financial statements. The most significant effect of the new guidance was the recognition of operating lease right-of-use assets and a liability for operating
9
leases as of December 31, 2019. The accounting for finance leases (capital leases) was substantially unchanged. The Company elected to utilize permissible practical expedients that allowed entities to: (1) not reassess whether any expired or existing contracts were or contained leases; (2) retain the existing classification of lease contracts as of the date of adoption; (3) not reassess initial direct costs for any existing leases; and (4) not separate non-lease components for all classes of leased assets.
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.
Management has evaluated other recently issued accounting pronouncements and does not believe that they will have a significant impact on the financial statements and related disclosures.
Note 2. Contract Assets and Liabilities
The timing of when we bill our customers is generally dependent upon agreed-upon contractual terms, milestone billings based on the completion of certain phases of the work, or when services are provided. Sometimes, billing occurs subsequent to revenue recognition, resulting in unbilled revenue, which is accounted for as a contract asset. Sometimes we receive advance payments or deposits from our customers before revenue is recognized, resulting in deferred revenue, which is accounted for as a contract liability.
Contract assets in the Condensed Consolidated Balance Sheets represent 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 billed 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:
(in thousands)
September 30, 2020
December 31, 2019
Costs and estimated earnings in excess of billings on uncompleted contracts
$
79,801
$
91,543
Retainage receivable
136,712
87,760
216,513
179,303
10
Contract liabilities consist of the following:
(in thousands)
September 30, 2020
December 31, 2019
Billings in excess of costs and estimated earnings on uncompleted contracts
$
73,495
$
115,570
Loss on contracts in progress
504
64
$
73,999
$
115,634
The contract receivables amount as of December 31, 2019 included 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.
Revenue recognized for the three and nine months ended September 30, 2020, that was included in the contract liability balance at December 31, 2019 was approximately $5.8 million and $114.5 million, respectively, and revenue recognized for the three and nine months ended September 30, 2019, that was included in the contract liability balance at December 31, 2018 was approximately $3.3 million and $53.3 million, respectively.
Activity in the allowance for doubtful accounts for the periods indicated is as follows:
Three Months Ended
Nine Months Ended
September 30,
September 30,
(in thousands)
2020
2019
2020
2019
Allowance for doubtful accounts at beginning of period
$
89
$
102
$
75
$
42
Plus: provision for (reduction in) allowance
—
30
14
90
Less: write-offs, net of recoveries
—
(81)
—
(81)
Allowance for doubtful accounts at period end
$
89
$
51
$
89
$
51
Note 3. Property, Plant and Equipment, Net
Property, plant and equipment consisted of the following:
(in thousands)
September 30, 2020
December 31, 2019
Buildings and leasehold improvements
$
3,420
$
2,919
Land
17,600
17,600
Construction equipment
180,570
173,434
Office equipment, furniture and fixtures
3,618
3,487
Vehicles
12,921
6,087
218,129
203,527
Accumulated depreciation
(86,571)
(63,039)
Property, plant and equipment, net
$
131,558
$
140,488
Depreciation expense of property, plant and equipment was $9,282 and $9,219 for the three months ended September 30, 2020 and 2019, respectively, and was $26,575 and $26,125 for the nine months ended September 30, 2020 and 2019, respectively.
11
Note 4. Goodwill and Intangible Assets, Net
The following table provides the changes in the carrying amount of goodwill, by segment:
(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
Adjustments
—
—
—
September 30, 2020
$
3,020
$
34,353
$
37,373
Intangible assets consisted of the following as of the dates indicated:
September 30, 2020
December 31, 2019
($ in thousands)
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted Average Remaining Life
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted Average Remaining Life
Customer relationships
$
26,500
$
(7,534)
$
18,966
5.25 years
$
26,500
$
(4,695)
$
21,805
6 years
Trade name
13,400
(5,315)
8,085
3.25 years
13,400
(3,305)
10,095
4 years
Backlog
13,900
(13,671)
229
3 months
13,900
(8,528)
5,372
1 year
$
53,800
$
(26,520)
$
27,280
$
53,800
$
(16,528)
$
37,272
Amortization expense associated with intangible assets for the three months ended September 30, 2020 and 2019, totaled $3.3 million and $3.4 million, respectively, and $10.0 million and $10.3 million for the nine months ended September 30, 2020 and 2019, respectively.
The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2020 through 2024: