00016523622021FalseQ212/3100016523622021-01-012021-06-300001652362us-gaap:CommonStockMember2021-01-012021-06-300001652362us-gaap:WarrantMember2021-01-012021-06-30xbrli:shares00016523622021-07-28iso4217:USD00016523622021-06-3000016523622020-12-31iso4217:USDxbrli:shares00016523622021-04-012021-06-3000016523622020-04-012020-06-3000016523622020-01-012020-06-300001652362us-gaap:CommonStockMember2019-12-310001652362us-gaap:AdditionalPaidInCapitalMember2019-12-310001652362us-gaap:TreasuryStockMember2019-12-310001652362us-gaap:RetainedEarningsMember2019-12-3100016523622019-12-310001652362us-gaap:RetainedEarningsMember2020-01-012020-03-3100016523622020-01-012020-03-310001652362us-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001652362us-gaap:CommonStockMemberus-gaap:CommonStockMember2020-01-012020-03-310001652362us-gaap:CommonStockMember2020-01-012020-03-310001652362us-gaap:CommonStockMemberus-gaap:AdditionalPaidInCapitalMember2020-01-012020-03-310001652362us-gaap:TreasuryStockMemberus-gaap:TreasuryStockMember2020-01-012020-03-310001652362us-gaap:TreasuryStockMemberus-gaap:TreasuryStockMember2020-03-310001652362us-gaap:CommonStockMember2020-03-310001652362us-gaap:AdditionalPaidInCapitalMember2020-03-310001652362us-gaap:TreasuryStockMember2020-03-310001652362us-gaap:RetainedEarningsMember2020-03-3100016523622020-03-310001652362us-gaap:RetainedEarningsMember2020-04-012020-06-300001652362us-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001652362us-gaap:CommonStockMemberus-gaap:CommonStockMember2020-04-012020-06-300001652362us-gaap:CommonStockMember2020-04-012020-06-300001652362us-gaap:CommonStockMemberus-gaap:AdditionalPaidInCapitalMember2020-04-012020-06-300001652362us-gaap:TreasuryStockMemberus-gaap:TreasuryStockMember2020-04-012020-06-300001652362us-gaap:TreasuryStockMemberus-gaap:TreasuryStockMember2020-06-300001652362us-gaap:CommonStockMember2020-06-300001652362us-gaap:AdditionalPaidInCapitalMember2020-06-300001652362us-gaap:TreasuryStockMember2020-06-300001652362us-gaap:RetainedEarningsMember2020-06-3000016523622020-06-300001652362us-gaap:CommonStockMember2020-12-310001652362us-gaap:AdditionalPaidInCapitalMember2020-12-310001652362us-gaap:TreasuryStockMember2020-12-310001652362us-gaap:RetainedEarningsMember2020-12-310001652362us-gaap:RetainedEarningsMember2021-01-012021-03-3100016523622021-01-012021-03-310001652362us-gaap:CommonStockMemberus-gaap:CommonStockMember2021-01-012021-03-310001652362us-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001652362us-gaap:CommonStockMemberus-gaap:AdditionalPaidInCapitalMember2021-01-012021-03-310001652362us-gaap:CommonStockMember2021-03-310001652362us-gaap:AdditionalPaidInCapitalMember2021-03-310001652362us-gaap:TreasuryStockMember2021-03-310001652362us-gaap:RetainedEarningsMember2021-03-3100016523622021-03-310001652362us-gaap:RetainedEarningsMember2021-04-012021-06-300001652362us-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001652362us-gaap:CommonStockMemberus-gaap:CommonStockMember2021-04-012021-06-300001652362us-gaap:CommonStockMemberus-gaap:AdditionalPaidInCapitalMember2021-04-012021-06-300001652362us-gaap:CommonStockMember2021-04-012021-06-300001652362us-gaap:CommonStockMember2021-06-300001652362us-gaap:AdditionalPaidInCapitalMember2021-06-300001652362us-gaap:TreasuryStockMember2021-06-300001652362us-gaap:RetainedEarningsMember2021-06-30xbrli:pure0001652362us-gaap:FixedPriceContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-04-012021-06-300001652362us-gaap:FixedPriceContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2020-04-012020-06-300001652362us-gaap:FixedPriceContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-06-300001652362us-gaap:FixedPriceContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2020-01-012020-06-300001652362us-gaap:TimeAndMaterialsContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-04-012021-06-300001652362us-gaap:TimeAndMaterialsContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2020-04-012020-06-300001652362us-gaap:TimeAndMaterialsContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-06-300001652362us-gaap:TimeAndMaterialsContractMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2020-01-012020-06-3000016523622021-04-012021-06-300001652362iea:WindRevenueMember2021-04-012021-06-300001652362iea:WindRevenueMember2020-04-012020-06-300001652362iea:WindRevenueMember2021-01-012021-06-300001652362iea:WindRevenueMember2020-01-012020-06-300001652362iea:SolarRevenueMember2021-04-012021-06-300001652362iea:SolarRevenueMember2020-04-012020-06-300001652362iea:SolarRevenueMember2021-01-012021-06-300001652362iea:SolarRevenueMember2020-01-012020-06-300001652362iea:RenewablesSegmentMember2021-04-012021-06-300001652362iea:RenewablesSegmentMember2020-04-012020-06-300001652362iea:RenewablesSegmentMember2021-01-012021-06-300001652362iea:RenewablesSegmentMember2020-01-012020-06-300001652362iea:HeavyCivilRevenueMember2021-04-012021-06-300001652362iea:HeavyCivilRevenueMember2020-04-012020-06-300001652362iea:HeavyCivilRevenueMember2021-01-012021-06-300001652362iea:HeavyCivilRevenueMember2020-01-012020-06-300001652362iea:RailConstructionRevenueMember2021-04-012021-06-300001652362iea:RailConstructionRevenueMember2020-04-012020-06-300001652362iea:RailConstructionRevenueMember2021-01-012021-06-300001652362iea:RailConstructionRevenueMember2020-01-012020-06-300001652362iea:EnvironmentalRevenueMember2021-04-012021-06-300001652362iea:EnvironmentalRevenueMember2020-04-012020-06-300001652362iea:EnvironmentalRevenueMember2021-01-012021-06-300001652362iea:EnvironmentalRevenueMember2020-01-012020-06-300001652362iea:SpecialtyCivilSegmentMember2021-04-012021-06-300001652362iea:SpecialtyCivilSegmentMember2020-04-012020-06-300001652362iea:SpecialtyCivilSegmentMember2021-01-012021-06-300001652362iea:SpecialtyCivilSegmentMember2020-01-012020-06-300001652362iea:ConcentrationCompanyAMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-04-012021-06-300001652362iea:ConcentrationCompanyAMemberus-gaap:SalesRevenueNetMemberus-gaap:ProductConcentrationRiskMember2021-01-012021-06-300001652362iea:BuildingAndLeaseholdImprovementsMember2021-06-300001652362iea:BuildingAndLeaseholdImprovementsMember2020-12-310001652362us-gaap:LandMember2021-06-300001652362us-gaap:LandMember2020-12-310001652362us-gaap:EquipmentMember2021-06-300001652362us-gaap:EquipmentMember2020-12-310001652362iea:FurnitureAndFixturesAndEquipmentMember2021-06-300001652362iea:FurnitureAndFixturesAndEquipmentMember2020-12-310001652362us-gaap:VehiclesMember2021-06-300001652362us-gaap:VehiclesMember2020-12-310001652362iea:RenewablesSegmentMember2019-12-310001652362iea:SpecialtyCivilSegmentMember2019-12-310001652362iea:RenewablesSegmentMember2020-01-012020-12-310001652362iea:SpecialtyCivilSegmentMember2020-01-012020-12-3100016523622020-01-012020-12-310001652362iea:RenewablesSegmentMember2020-12-310001652362iea:SpecialtyCivilSegmentMember2020-12-310001652362iea:RenewablesSegmentMember2021-06-300001652362iea:SpecialtyCivilSegmentMember2021-06-300001652362us-gaap:CustomerRelationshipsMember2021-06-300001652362us-gaap:CustomerRelationshipsMember2021-01-012021-06-300001652362us-gaap:CustomerRelationshipsMember2020-12-310001652362us-gaap:CustomerRelationshipsMember2020-01-012020-06-300001652362us-gaap:TradeNamesMember2021-06-300001652362us-gaap:TradeNamesMember2021-01-012021-06-300001652362us-gaap:TradeNamesMember2020-12-310001652362us-gaap:TradeNamesMember2020-01-012020-06-300001652362us-gaap:FairValueInputsLevel1Memberiea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:MergerWarrantsPrivateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel3Memberiea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel1Memberiea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:MergerWarrantsPrivateMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel3Memberiea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:MergerWarrantsPrivateMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel1Memberiea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel3Memberiea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel1Memberiea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel3Memberiea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:SeriesBPreferredSeriesAConversionWarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel1Memberiea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel3Memberiea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362iea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel1Memberiea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel3Memberiea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:SeriesB1PreferredStock6WarrantsMemberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueMeasurementsRecurringMember2021-06-300001652362us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362us-gaap:FairValueMeasurementsRecurringMember2020-12-310001652362iea:SeriesBPreferredSeriesAConversionWarrantsMember2020-12-310001652362iea:SeriesB1PreferredStock6WarrantsMember2020-12-310001652362iea:SeriesBPreferredSeriesAConversionWarrantsMember2021-01-012021-06-300001652362iea:SeriesB1PreferredStock6WarrantsMember2021-01-012021-06-300001652362iea:SeriesBPreferredSeriesAConversionWarrantsMember2021-06-300001652362iea:SeriesB1PreferredStock6WarrantsMember2021-06-300001652362iea:SeriesBPreferredStockWarrantsatclosingMemberMember2019-05-200001652362iea:MergerWarrantsPrivateMember2021-06-30iea:numberOfDays0001652362us-gaap:LongTermDebtMember2021-06-300001652362us-gaap:LongTermDebtMember2020-12-310001652362us-gaap:LoansPayableMember2021-06-300001652362us-gaap:LoansPayableMember2020-12-310001652362iea:SeriesBPreferredStockLiabilityMember2021-06-300001652362iea:SeriesBPreferredStockLiabilityMember2020-12-310001652362iea:DebtCovenantPeriodPeriodThreeMemberMemberiea:ThirdARCreditAgreementMember2021-01-012021-06-300001652362iea:ThirdARCreditAgreementMemberiea:DebtCovenantPeriodPeriodFourMemberMember2021-01-012021-06-300001652362us-gaap:SeriesBPreferredStockMember2019-11-140001652362us-gaap:SeriesBPreferredStockMember2021-06-300001652362us-gaap:RedeemablePreferredStockMember2021-04-012021-06-300001652362us-gaap:RedeemablePreferredStockMember2020-04-012020-06-300001652362us-gaap:RedeemablePreferredStockMember2021-01-012021-06-300001652362us-gaap:RedeemablePreferredStockMember2020-01-012020-06-300001652362iea:MergerWarrantsMember2021-04-012021-06-300001652362iea:MergerWarrantsMember2020-04-012020-06-300001652362iea:MergerWarrantsMember2021-01-012021-06-300001652362iea:MergerWarrantsMember2020-01-012020-06-300001652362us-gaap:WarrantMember2021-04-012021-06-300001652362us-gaap:WarrantMember2020-04-012020-06-300001652362us-gaap:WarrantMember2021-01-012021-06-300001652362us-gaap:WarrantMember2020-01-012020-06-300001652362us-gaap:StockOptionMember2021-04-012021-06-300001652362us-gaap:StockOptionMember2020-04-012020-06-300001652362us-gaap:StockOptionMember2021-01-012021-06-300001652362us-gaap:StockOptionMember2020-01-012020-06-300001652362us-gaap:RestrictedStockUnitsRSUMember2021-04-012021-06-300001652362us-gaap:RestrictedStockUnitsRSUMember2020-04-012020-06-300001652362us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-06-300001652362us-gaap:RestrictedStockUnitsRSUMember2020-01-012020-06-300001652362iea:MergerWarrantsMember2020-06-300001652362iea:MergerWarrantsMember2021-06-300001652362iea:SeriesBPreferredStockWarrantsatclosingMemberMember2021-06-300001652362us-gaap:SeriesAPreferredStockMember2021-06-300001652362srt:MinimumMember2021-01-012021-06-300001652362srt:MaximumMember2021-01-012021-06-300001652362iea:RailJointVentureMemberMember2021-06-300001652362iea:RailJointVentureMemberMember2021-04-012021-06-300001652362iea:RailJointVentureMemberMember2021-01-012021-06-300001652362us-gaap:SeriesAPreferredStockMemberiea:AresMember2021-06-300001652362us-gaap:SeriesBPreferredStockMemberiea:AresMember2021-06-300001652362iea:SeriesB2PreferredStockMemberiea:AresMember2021-06-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED June 30, 2021

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 July 28, 2021: 25,150,306.



Infrastructure and Energy Alternatives, Inc.
Table of Contents
PART I. FINANCIAL INFORMATION
1
2
3
4
6
23
38
38
Part II. OTHER INFORMATION
39
39
39




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Balance Sheets
($ in thousands, except per share data)
(Unaudited)
June 30, 2021 December 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 117,674  $ 164,041 
Accounts receivable, net 232,323  163,793 
Contract assets 176,958  145,183 
Prepaid expenses and other current assets 33,007  19,352 
        Total current assets 559,962  492,369 
Property, plant and equipment, net 135,514  130,746 
Operating lease assets 37,701  36,461 
Intangible assets, net 22,202  25,434 
Goodwill 37,373  37,373 
Company-owned life insurance 4,760  4,250 
Deferred income taxes 295  2,069 
Other assets 533  438 
        Total assets $ 798,340  $ 729,140 
Liabilities and Stockholder's Equity (Deficit)
Current liabilities:
Accounts payable $ 149,352  $ 104,960 
Accrued liabilities 201,828  129,594 
Contract liabilities 90,566  118,235 
Current portion of finance lease obligations 24,842  25,423 
Current portion of operating lease obligations 9,817  8,835 
Current portion of long-term debt 2,277  2,506 
          Total current liabilities 478,682  389,553 
Finance lease obligations, less current portion 27,370  32,146 
Operating lease obligations, less current portion 29,355  29,154 
Long-term debt, less current portion 161,266  159,225 
Debt - Series B Preferred Stock 176,556  173,868 
Warrant obligations 8,834  9,200 
Deferred compensation 7,930  8,672 
         Total liabilities $ 889,993  $ 801,818 
Commitments and contingencies:
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 June 30, 2021 and December 31, 2020, respectively
17,483  17,483 
Stockholders' equity (deficit):
Common stock, par value, $0.0001 per share; 150,000,000 and 150,000,000 shares authorized; 25,150,306 and 21,008,745 shares issued and 25,150,306 and 21,008,745 outstanding at June 30, 2021 and December 31, 2020, respectively
Additional paid in capital 32,064  35,305 
Accumulated deficit (141,203) (125,468)
           Total stockholders' deficit (109,136) (90,161)
           Total liabilities and stockholders' deficit $ 798,340  $ 729,140 
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 Six Months Ended
June 30, June 30,
2021 2020 2021 2020
Revenue $ 560,148  $ 480,604  $ 836,560  $ 838,767 
Cost of revenue 506,665  426,363  766,536  751,485 
Gross profit 53,483  54,241  70,024  87,282 
Selling, general and administrative expenses 30,894  28,074  55,740  57,558 
Income from operations 22,589  26,167  14,284  29,724 
Other income (expense), net:
Interest expense, net (14,495) (16,200) (28,854) (32,265)
Other income (expense) 770  (1,631) 608  (2,733)
Income (loss) before benefit for income taxes 8,864  8,336  (13,962) (5,274)
Provision for income taxes (4,165) (4,739) (1,773) (3,872)
Net income (loss) $ 4,699  $ 3,597  $ (15,735) $ (9,146)
Less: Convertible Preferred Stock dividends (676) (606) (1,332) (1,372)
Less: Net income allocated to participating securities (788) (802) —  — 
Net income (loss) available for common stockholders $ 3,235  $ 2,189  $ (17,067) $ (10,518)
Net income (loss) per common share - basic 0.13  0.11  (0.72) (0.51)
Net income (loss) per common share - diluted 0.12  0.09  (0.72) (0.51)
Weighted average shares - basic 24,471,286  20,751,673  23,768,413  20,636,944 
Weighted average shares - diluted 33,439,303  39,978,382  23,768,413  20,636,944 

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, 2019 20,461  $ $ 17,167  (14) $ (76) $ (126,196) $ (109,103)
Net loss —  —  —  —  —  (12,743) (12,743)
Share-based compensation —  —  1,113  —  —  —  1,113 
Equity plan compensation 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  $ $ 33,425  (52) $ (160) $ (138,939) $ (105,672)
Net income —  —  —  —  —  3,597  3,597 
Share-based compensation —  —  844  —  —  —  844 
Equity plan compensation 441  —  800  (129) (235) —  565 
Series A Preferred dividends —  —  (606) —  —  —  (606)
Balance at June 30, 2020 21,142  $ $ 34,463  (181) $ (395) $ (135,342) $ (101,272)
Balance at December 31, 2020 21,009  $ $ 35,305  —  $ —  $ (125,468) $ (90,161)
Net loss —  —  —  —  —  (20,434) (20,434)
Earnout Shares 1,803  —  —  —  —  —  — 
Share-based compensation —  —  727  —  —  —  727 
Equity plan compensation 521  —  (2,909) —  —  —  (2,909)
Exercise of warrants 15  —  —  —  —  —  — 
Series A Preferred dividends —  —  (656) —  —  —  (656)
Balance at March 31, 2021 23,348  $ $ 32,467  —  $ —  $ (145,902) $ (113,433)
Net loss —  —  —  —  —  4,699  4,699 
Share-based compensation —  —  1,926  —  —  —  1,926 
Equity plan compensation 249  —  (1,853) —  —  —  (1,853)
Exercise of warrants 1,553  200  —  —  —  201 
Series A Preferred dividends —  —  (676) —  —  —  (676)
Balance at June 30, 2021 25,150  $ $ 32,064  —  $ —  $ (141,203) $ (109,136)

See accompanying notes to condensed consolidated financial statements.
3


INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
Six Months Ended June 30,
2021 2020
Cash flows from operating activities:
Net loss $ (15,735) $ (9,146)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization 21,830  24,001 
   Warrant liability fair value adjustment (366) 2,828 
   Amortization of debt discounts and issuance costs 5,814  5,379 
   Share-based compensation expense 2,653  1,957 
   Loss on sale of equipment —  574 
   Deferred compensation (742) (830)
   Accrued dividends on Series B Preferred Stock —  7,959 
   Deferred income taxes 1,773  3,659 
   Other, net (172) 227 
   Change in operating assets and liabilities:
       Accounts receivable (68,531) (8,349)
       Contract assets (31,775) (41,565)
       Prepaid expenses and other assets (13,752) (16,685)
       Accounts payable and accrued liabilities 115,294  (42,097)
       Contract liabilities (27,669) 7,458 
       Net cash used in operating activities (11,378) (64,630)
Cash flow from investing activities:
   Company-owned life insurance (510) 812 
   Purchases of property, plant and equipment (14,649) (5,171)
   Proceeds from sale of property, plant and equipment 1,527  2,837 
       Net cash used in investing activities (13,632) (1,522)
Cash flows from financing activities:
   Proceeds from long-term debt —  72,000 
   Payments on long-term debt (1,314) (82,357)
   Payments on finance lease obligations (15,481) (12,468)
   Proceeds from issuance of Series B Preferred Stock —  350 
   Proceeds of issuance of employee stock awards —  760 
   Shares repurchased for tax withholding on release of restricted stock units (4,762) — 
   Proceeds from exercise of warrants 200  — 
       Net cash used in financing activities $ (21,357) $ (21,715)
Net change in cash and cash equivalents (46,367) (87,867)
Cash and cash equivalents, beginning of the period 164,041  147,259 
Cash and cash equivalents, end of the period $ 117,674  $ 59,392 

See accompanying notes to condensed consolidated financial statements.
4



INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
Condensed Consolidated Statements of Cash Flows
($ in thousands)
(Unaudited)
(Continued)
Six Months Ended June 30,
2021 2020
Supplemental disclosures:
  Cash paid for interest 14,892  17,821 
  Cash paid (received) for income taxes 3,271  (735)
Schedule of non-cash activities:
   Acquisition of assets/liabilities through finance lease 10,125  7,635 
   Acquisition of assets/liabilities through operating lease 6,265  5,295 
   Series A Preferred dividends declared 1,332  1,372 

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”).

We segregate our business into two reportable segments: the Renewables segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Note 10. Segments for a description of the reportable segments and their operations.

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.

    The unaudited condensed consolidated financial statements include the accounts of IEA and its wholly-owned domestic and foreign subsidiaries. The Company occasionally forms joint ventures with unrelated third parties for the execution of single contracts or projects. The Company assesses its joint ventures to determine if they meet the qualifications of a variable interest entity (“VIE”) in accordance with Accounting Standard Codification (“ASC”) Topic 810, Consolidation. For construction joint ventures that are not VIEs or fully consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, see Note 11. Joint Ventures.
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 six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s 2020 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 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 99.3% and 98.0% of consolidated revenue from operations for the three months ended June 30, 2021 and 2020, respectively, and totaled 98.3% and 97.2% for the six months
6


ended June 30, 2021 and 2020, 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 0.7% and 2.0% of consolidated revenue from operations for the three months ended June 30, 2021 and 2020, respectively, and totaled 1.7% and 2.8% for the six months ended June 30, 2021 and 2020, 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 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 Accounting Standards Codification (“ASC”) 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 June 30, 2021, the amount of the Company’s remaining performance obligations was $1,665.3 million. The Company expects to recognize approximately 75.7% of its remaining performance obligations as revenue during the next twelve months. Revenue recognized from performance obligations satisfied in previous periods was $(0.8) million and $(1.6) million for the three months ended June 30, 2021 and 2020, respectively, and $(0.4) million and $(3.6) million for the six months ended June 30, 2021 and 2020, 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 June 30, 2021 and December 31, 2020, the Company included approximately $51.4 million and $52.6 million, respectively, of unapproved change orders and/or claims in the transaction price for certain contracts that were in the process of
7


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.
Disaggregation of Revenue
    The following tables disaggregate revenue by customers and services performed, which the Company believes best depicts the nature, amount, timing and uncertainty of its revenue:
(in thousands) Three Months Ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Renewables Segment
   Wind $ 317,066  $ 317,151  463,924  $ 565,688 
   Solar 107,788  7,111  141,304  7,320 
$ 424,854  $ 324,262  $ 605,228  $ 573,008 
Specialty Civil Segment
   Heavy civil $ 78,884  $ 103,721  127,756  $ 144,943 
   Rail 31,173  32,321  58,040  79,378 
   Environmental 25,237  20,300  45,536  41,438 
$ 135,294  $ 156,342  $ 231,332  $ 265,759 
Concentrations
    The Company had the following approximate revenue and accounts receivable concentrations, net of allowances, for the periods ended:
Revenue % Revenue %
Three Months Ended Six Months Ended Accounts Receivable %
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 June 30, 2021 December 31, 2020
Renewables and Specialty Civil Segments 11.0  % * 12.0  % * * *
* Amount was not above 10% threshold

Construction Joint Ventures

Certain contracts are executed through joint ventures. The arrangements are often formed for the execution of single contracts or projects and allow the Company to share risks and secure specialty skills required for project execution.
In accordance with ASC Topic 810, Consolidation the Company assesses its joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether the joint venture is a VIE.
The Company also evaluates whether it is the primary beneficiary of each VIE and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks,
8


responsibilities, indebtedness, voting rights and board representation of the respective parties in determining whether it qualifies as the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. When the Company is determined to be the primary beneficiary, the VIE is consolidated. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.
Construction joint ventures that do not involve a VIE, or for which the Company is not the primary beneficiary, are evaluated for consolidation under the voting interest model that considers whether the Company owns or controls more than 50% of the voting interest in the joint venture. For construction joint ventures that are not consolidated but for which the Company has significant influence, the Company accounts for its interest in the joint ventures using the proportionate consolidation method, whereby the Company’s proportionate share of the joint ventures’ assets, liabilities, revenue and cost of operations are included in the appropriate classifications in the Company’s consolidated financial statements. See Note 11. Joint Ventures for additional discussion regarding joint ventures.

Recently Adopted Accounting Standards - Guidance Adopted in 2020

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted the standard on January 1, 2021 on a prospective basis, which did not have an impact on our disclosures for income taxes.
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. The Company is still evaluating the new standard but do not expect it to have a material impact on our estimate of the allowance for uncollectible accounts.
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.

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 Company believes that the COVID-19 pandemic has not had a material adverse impact on the Company’s financial results for the period ended June 30, 2021. Currently, most of the Company’s construction services are 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 work sites 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
9


Company; however, given the uncertainty regarding the potential effects of the COVID-19 pandemic, any future impacts cannot be quantified or predicted with specificity.

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 or cancellations, higher operating costs or delayed project start dates or project shutdowns that may be requested or mandated by governmental authorities or others.

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 consisted of the following:
(in thousands) June 30, 2021 December 31, 2020
Costs and estimated earnings in excess of billings on uncompleted contracts $ 83,869  $ 51,367 
Retainage receivable 93,089  93,816 
$ 176,958  $ 145,183 

    Contract liabilities consist of the following:
(in thousands) June 30, 2021 December 31, 2020
Billings in excess of costs and estimated earnings on uncompleted contracts $ 90,557  $ 117,641 
Loss on contracts in progress 594 
$ 90,566  $ 118,235 
    
    Revenue recognized for the three and six months ended June 30, 2021 that was included in the contract liability balance at December 31, 2020 was approximately $24.2 million and $112.0 million, respectively, and revenue recognized for the three and six months ended June 30, 2020 that was included in the contract liability balance at December 31, 2019 was approximately $17.8 million and $108.7 million.
    
    Activity in the allowance for doubtful accounts for the periods indicated was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
(in thousands) 2021 2020 2021 2020
Allowance for doubtful accounts at beginning of period $ —  $ 89  $ —  $ 75 
    Plus: provision for (reduction in) allowance —  —  —  14 
    Less: write-offs, net of recoveries —  —  —  — 
Allowance for doubtful accounts at period end $ —  $ 89  $ —  $ 89 

Note 3. Property, Plant and Equipment, Net

    Property, plant and equipment consisted of the following:
10


(in thousands) June 30, 2021 December 31, 2020
Buildings and leasehold improvements $ 5,667  $ 4,402 
Land 17,600  17,600 
Construction equipment 212,304  192,402 
Office equipment, furniture and fixtures 3,637  3,620 
Vehicles 7,538  7,326 
246,746  225,350 
Accumulated depreciation (111,232) (94,604)
    Property, plant and equipment, net $ 135,514  $ 130,746 

    Depreciation expense of property, plant and equipment was $9,415 and $8,777 for the three months ended June 30, 2021 and 2020, respectively, and was $18,598 and $17,293 for the six months ended June 30, 2021 and 2020, respectively.


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, 2020 $ 3,020  $ 34,353  $ 37,373 
   Adjustments —  —  — 
December 31, 2020 $ 3,020  $ 34,353  $ 37,373 
   Adjustments —  —  — 
June 30, 2021 $ 3,020  $ 34,353  $ 37,373 

    
Intangible assets consisted of the following as of the dates indicated:
June 30, 2021 December 31, 2020
($ 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  $ (10,373) $ 16,127  4.5 years $ 26,500  $ (8,481) $ 18,019  5 years
Trade name 13,400  (7,325) 6,075  2.5 years 13,400  (5,985) 7,415  3 years
$ 39,900  $ (17,698) $ 22,202  $ 39,900  $ (14,466) $ 25,434 
    
Amortization expense associated with intangible assets for the three months ended June 30, 2021 and 2020, totaled $1.6 million and $3.3 million, respectively, and $3.2 million and $6.7 million for the six months ended June 30, 2021 and 2020, respectively.

    The following table provides the annual intangible amortization expense currently expected to be recognized for the years 2021 through 2025:
(in thousands) Remainder of 2021 2022 2023 2024 2025
Amortization expense $ 3,233  $ 6,466  $ 5,841  $ 3,785  $ 2,876 
11




Note 5. Fair Value of Financial Instruments

    The Company applies ASC Topic 820, Fair Value Measurement, which establishes a framework for measuring fair value. 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 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 — Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities listed on active market exchanges.
Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.


    The following table sets forth information regarding the Company's liabilities measured at fair value on a recurring basis:    
June 30, 2021 December 31, 2020
(in thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Liabilities
Private warrants $ —  $ 634  $ —  $ 634  $ —  $ —  $ —  $ — 
Series B Preferred Stock - Anti-dilution warrants —  —  8,200  8,200  —  —  8,800  8,800 
Series B-1 Preferred Stock - Performance warrants —  —  —  —  —  —  400  400 
Total liabilities $ —  $ 634  $ 8,200  $ 8,834  $ —  $ —  $ 9,200  $ 9,200 
    
The following is a reconciliation of the beginning and ending balances of recurring fair value measurements using Level 3 inputs:
(in thousands) Series B Preferred Stock - Anti-dilution warrants Series B-1 Preferred Stock - Performance warrants
Beginning Balance, December 31, 2020 $ 8,800  $ 400 
Fair value adjustment - loss (gain) recognized in other income (600) (400)
Ending Balance, June 30, 2021
$ 8,200  $ — 
12



    
In 2019, the Company entered into three equity purchase agreements and issued Series B Preferred Stock as discussed in Note 6. 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 into common stock at any point in time.

    The information below describes the balance sheet classification and the recurring fair value measurement for these requirements:

Private Warrants (recurring) - The Company has 295,000 private warrants that are not actively traded on the public markets and the Company adjusts the fair value at the end of each fiscal period using the price on that date multiplied by the remaining private warrants. The Private warrants were recorded as Warrant obligations at the end of the quarter and the fair value adjustment was recorded as other expense for the three and six months ended June 30, 2021. For further discussion see Note 8. Earnings Per Share.

    Series B Preferred Stock - Anti-dilution Warrants (recurring) - 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 volume weighted average. The Anti-dilution warrant liability was valued using the stock price at the end of the quarter and was recorded as a liability.

    Series B-1 Preferred Stock - Performance Warrants (recurring) - 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. As of June 30, 2021, the Company remained above the Adjusted EBITDA threshold for the trailing twelve-month basis from May 31, 2020 through April 30, 2021 and therefore was not required to issue additional warrants.

    Other financial instruments of the Company not listed in the table consist of cash and cash equivalents, accounts receivable, accounts payable and other current liabilities that approximate their fair values. Additionally, management believes that the outstanding recorded balance on the line of credit and long-term debt, approximates fair value due to their floating interest rates.

Note 6. Debt and Series B Preferred Stock

    Debt consisted of the following obligations as of:
(in thousands) June 30, 2021 December 31, 2020
Term loan $ 173,345  $ 173,345 
Commercial equipment notes 4,268  5,582 
   Total principal due for long-term debt 177,613  178,927 
Unamortized debt discount and issuance costs (14,070) (17,196)
Less: Current portion of long-term debt (2,277) (2,506)
   Long-term debt, less current portion $ 161,266  $ 159,225 
Debt - Series B Preferred Stock $ 186,696  $ 185,396 
Unamortized debt discount and issuance costs (10,140) (11,528)
  Long-term Series B Preferred Stock $ 176,556  $ 173,868 
    
13


The weighted average interest rate for the term loan as of June 30, 2021 and December 31, 2020, was 6.90% and 7.00%, respectively.
Debt Covenants
    The term loan is governed by the terms of the Third A&R Credit Agreement, dated May 2019, which include customary affirmative and negative covenants and provide for customary events of default, including, nonpayment of principal or interest and failure to timely deliver financial statements. Under the Third A&R Credit Agreement, the financial covenant provides that the First Lien Net Leverage Ratio (as defined therein) may not exceed 2.75:1.0, for the four fiscal quarters ending December 31, 2021, and for all subsequent quarters, 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
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 Stock is February 15, 2025.

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 is 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 at June 30, 2021 and December 31, 2020, respectively. Dividend payments are not deductible in calculating the Company’s federal and state income taxes.

Contractual Maturities

    Contractual maturities of the Company's outstanding principal on debt obligations as of June 30, 2021:
(in thousands) Maturities
Remainder of 2021 $ 1,214 
2022 16,916 
2023 29,986 
2024 129,368 
2025 129 
Thereafter — 
Total contractual maturities $ 177,613 

Note 7. Commitments and Contingencies

    In the ordinary course of business, the Company enters into agreements that provide financing for its machinery and equipment, facility and vehicle needs. The Company reviews these agreements for potential lease classification, 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 condensed 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 as these are based on the facts and circumstances related to each 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.
14


Finance Leases
    
    The Company has obligations, exclusive of associated interest, under various finance leases for equipment totaling $52.2 million and $57.6 million at June 30, 2021 and December 31, 2020, respectively. Gross property under this capitalized lease agreement at June 30, 2021 and December 31, 2020, totaled $135.4 million and $128.0 million, less accumulated depreciation of $65.3 million and $55.1 million, respectively, for net balances of $70.1 million and $72.9 million, respectively. Depreciation expense for assets held under the finance leases is included in cost of revenue in the condensed consolidated statements of operations.

    The future minimum payments of finance lease obligations are as follows:
(in thousands)
Remainder of 2021 $ 13,547 
2022 23,379 
2023 8,984 
2024 5,043 
2025 3,555 
Thereafter 811 
Future minimum lease payments 55,319 
Less: Amount representing interest (3,107)
Present value of minimum lease payments 52,212 
Less: Current portion of finance lease obligations 24,842 
Finance lease obligations, less current portion $ 27,370 

Operating Leases
    
    In the ordinary course of business, the Company enters into non-cancelable operating leases for certain of its facilities, vehicles and equipment. The Company has obligations, exclusive of associated interest, totaling $39.2 million and $38.0 million at June 30, 2021 and December 31, 2020, respectively. Property under these operating lease agreements at June 30, 2021 and December 31, 2020, totaled $37.7 million and $36.5 million, respectively.

    The Company has long-term power-by-the-hour equipment rental agreements with a construction equipment manufacturer that have a guaranteed minimum monthly hour requirement. The minimum guaranteed amount based on the Company's current operations is $3.2 million per year. Total expense under these agreements are listed in the following table as variable lease costs.

    The future minimum payments under non-cancelable operating leases are as follows:
(in thousands)
Remainder of 2021 $ 6,229 
2022 11,238 
2023 8,776 
2024 4,740 
2025 2,236 
Thereafter 18,936 
Future minimum lease payments 52,155 
Less: Amount representing interest (12,983)
Present value of minimum lease payments 39,172 
Less: Current portion of operating lease obligations 9,817 
Operating lease obligations, less current portion $ 29,355 

15



Lease Information
Three months ended Six Months Ended
June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020
Finance Lease cost:
   Amortization of right-of-use assets $ 5,843  $ 5,858  $ 11,678  $ 11,555 
   Interest on lease liabilities 789  940  1,606  2,126 
Operating lease cost 3,179  3,490  6,573  6,967 
Short-term lease cost 35,624  45,134  59,228  66,768 
Variable lease cost 2,910  985  4,157  1,944 
Sublease Income (33) (33) (66) (66)
Total lease cost $ 48,312  $ 56,374  $ 83,176  $ 89,294 
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
   Operating cash flows from finance leases $ 789  $ 940  $ 1,606  $ 2,126 
   Operating cash flows from operating leases $ 3,179  $ 3,385  $ 6,424  $ 6,728 
Weighted-average remaining lease term - finance leases 2.66 years 2.70 years
Weighted-average remaining lease term - operating leases 7.71 years 7.86 years
Weighted-average discount rate - finance leases 5.85  % 6.27  %
Weighted-average discount rate - operating leases 6.81  % 6.96  %

Letters of Credit and Surety Bonds

    In the ordinary course of business, the Company is required to post letters of credit and surety bonds to customers in support of performance under certain contracts. Such letters of credit are generally issued by a bank or similar financial institution. The letter of credit or surety bond commits the issuer to pay specified amounts to the holder of the letter of credit or surety bond under certain conditions. If the letter of credit or surety bond issuer were required to pay any amount to a holder, the Company would be required to reimburse the issuer, which, depending upon the circumstances, could result in a charge to earnings. As of June 30, 2021, and December 31, 2020, the Company was contingently liable under letters of credit issued under its Third A&R Credit Agreement, in the amount of $21.7 million and $7.8 million, respectively, related to projects and insurance. In addition, as of June 30, 2021 and December 31, 2020, the Company had outstanding surety bonds on projects of $3.0 billion and $2.8 billion, respectively.

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, from which Ares was subsequently dismissed. 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 has placed its director and officer liability insurance carriers on notice of the lawsuit; pursuant to the coverage terms, the Company is subject to a $1.5 million deductible, which the Company has not yet exhausted, but we expect will be spent in defense of the lawsuit. 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 any legal fees and damages incurred by either of them in connection with this matter.


16


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.

Note 8. Earnings Per Share

    The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share. Basic EPS is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares of common stock outstanding during the period.

    Income (loss) available to common stockholders is computed by deducting the dividends accrued for the period on cumulative preferred stock from net income and net income allocated to participating securities. If there is a net loss, the amount of the loss is increased by those preferred dividends.

    Diluted EPS assumes the dilutive effect of (i) Series A cumulative convertible preferred stock, using the if-converted method, (ii) publicly traded warrants, (iii) Series B Preferred Stock - Warrants and (iv) the assumed exercise of in-the-money stock options and the assumed vesting of outstanding restricted stock units (“RSUs”), using the treasury stock method.

    Whether the Company has net income, or a net loss determines whether potential issuances of common stock are included in the diluted EPS computation or whether they would be anti-dilutive. As a result, if there is a net loss, diluted EPS is computed in the same manner as basic EPS is computed. Similarly, if the Company has net income but its preferred dividend adjustment made in computing income available to common stockholders results in a net loss available to common stockholders, diluted EPS would be computed the same as basic EPS.
17



    
The calculations of basic and diluted EPS, are as follows:
Three Months Ended Six Months Ended
June 30, June 30,
($ in thousands, except per share data) 2021 2020 2021 2020
Numerator:
  Net income (loss) $ 4,699  $ 3,597  (15,735) (9,146)
  Less: Convertible Preferred Stock dividends (676) (606) (1,332) (1,372)
  Less: Net income allocated to participating securities
(788) (802) —  — 
    Net income (loss) available to common stockholders 3,235  2,189  (17,067) (10,518)
Denominator:
  Weighted average common shares outstanding - basic 24,471,286  20,751,673  23,768,413  20,636,944 
   Series B Preferred Stock - Warrants(2)
6,649,026  7,683,716  —  — 
   Convertible Series A Preferred Stock —  9,448,988  —  — 
   Merger Warrants(1)
696,434  —  —  — 
   Options 61,740  —  —  — 
   RSUs(4)
1,560,817  2,094,005  —  — 
  Weighted average common shares outstanding - diluted 33,439,303  39,978,382  23,768,413  20,636,944 
Anti-dilutive:
  Convertible Series A Preferred Stock 2,090,443  —  1,859,350  8,001,014 
  Merger Warrants (1)
—  —  696,434  — 
  Series B Preferred Stock - Warrants (2)
—  —  6,131,520  7,679,520 
  Options (3)
—  —  112,355  — 
  RSUs (4)
—  —  1,759,431  1,775,182 
Basic EPS 0.13  0.11  (0.72) (0.51)
Diluted EPS (5)
0.12  0.09  (0.72) (0.51)

(1)     As of June 30, 2020, Merger Warrants to purchase 8,480,000 shares of common stock at $11.50 per share were not considered as dilutive as the warrants’ exercise price was not greater than the average market price of the common stock during the period. These warrants were calculated using the treasury stock method and were dilutive for the three months ended June 30, 2021 and anti-dilutive for the six months ended June 30, 2021.

(2)     Series B Preferred Stock - Warrants are considered as participating securities because the holders are entitled to participate in any distributions similar to that of common shareholders.
    
(3)    As of June 30, 2020, there were 539,034 of vested and unvested options not considered as dilutive as the respective exercise price or average stock price required for vesting of such awards was greater than the average market price of the common stock during the period.

(4)    As of June 30, 2021 and 2020, 132,108 and 513,153 unvested RSUs, respectively. These awards were not considered dilutive as the respective performance targets were not achieved.

(5)    For purposes of calculating diluted earnings per shares the numerator was calculated as net income (loss) less preferred dividends for the three months ended June 30, 2021 and 2020.
18



Merger Warrants

On August 4, 2015, M III formed a Special Purpose Acquisition Corporation and issued public and private warrants before the Merger with the Company. As of June 30, 2021, the Company had 16,925,160 Merger Warrants outstanding, of which 295,000 are considered private warrants. Two Merger Warrants will be exercisable for one share of our common stock at $11.50 per share until the expiration on March 26, 2023. For further discussion about the valuation of the private warrants see Note 5. Fair Value of Financial Instruments.

Series B Preferred Stock Anti-dilution Warrants

The Company also had the following potential outstanding warrants related to the Series B Preferred Stock issuance.

At June 30, 2021, a total of 636,221 warrants calculated on an if-converted method for the conversion of shares related to the outstanding Series A Preferred Stock. As discussed in Note 5. 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 the end of the quarter.

The second set of additional warrants would be issued if the exercise of any warrant with an exercise price of $11.50 or higher.

The final set of additional warrants would be issued if 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 June 30, 2021, we had 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 will accrue on the stated value and will increase the stated value on and effective as of the applicable dividend date without any further action by the Board at 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 June 30, 2021, the Company has accrued a cumulative of $5.7 million in dividends to the holder of Series A Preferred Stock as a reduction to additional paid-in capital.

Stock Compensation
    
    Under guidance of ASC Topic 718 “Compensation — Stock Compensation,” stock-based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the award).

    The fair value of the RSUs was based on the closing market price of our common stock on the date of the grant. Stock compensation expense for the RSUs is being amortized using the straight-line method over the service period. For the three months ended June 30, 2021 and 2020, we recognized $1.9 million and $0.8 million in compensation expense, respectively, and $2.7 million and $2.0 million for the six months ended June 30, 2021 and 2020, respectively.


Note 9. Income Taxes

    The Company’s statutory federal tax rate was 21.00% for the periods ended June 30, 2021 and 2020, respectively. State tax rates for the same period vary among states and range from approximately 0.8% to 12.0%. A small number of states do not impose an income tax.

19


    The effective tax rates for the three months ended June 30, 2021 and 2020 were 47.0% and 56.8%, respectively, and were (12.7)% and (73.4)% for the six months ended June 30, 2021 and 2020, respectively. The difference between the Company’s effective tax rate and the federal statutory rate primarily results from permanent differences related to executive compensation, which is not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended June 30, 2021 and 2020.

    On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the US Government in response to the COVID-19 pandemic to provide employment retention incentives. We do not believe that these relief measures materially affected the consolidated financial statements for the year ended December 31, 2020.

The Company has also made use of the payroll deferral provision to defer social security tax of approximately $13.6 million through December 31, 2020. Half of this amount is required to be paid on December 31, 2021 and the other half by December 31, 2022.


Note 10. Segments

    We operate our business as two reportable segments: the Renewables segment and the Specialty Civil segment. Each of our reportable segments is comprised of similar business units that specialize in services unique to their respective markets. 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 United States and specializes in a range of services for the power delivery, solar, wind and battery storage markets that includes design, procurement, construction, restoration, and maintenance.

Specialty Civil Segment

    The Specialty Civil segment operates throughout the United States and specializes in a range of services that include:

Heavy civil construction services such as road and bridge construction, specialty paving, sports field development, industrial maintenance, outsourced contract mining and heavy hauling.

Environmental remediation services such as site development, environmental site closure, and coal ash management.
Rail infrastructure services such as planning, design, procurement, construction and maintenance of major railway and intermodal facilities.

20



Segment Revenue

    Revenue by segment was as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Segment Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue Revenue % of Total Revenue
Renewables $ 424,854  75.8  % $ 324,262  67.5  % $ 605,228  72.3  % $ 573,008  68.3  %
Specialty Civil 135,294  24.2  % 156,342  32.5  % 231,332  27.7  % 265,759  31.7  %
  Total revenue $ 560,148  100.0  % $ 480,604  100.0  % $ 836,560  100.0  % $ 838,767  100.0  %


Segment Gross Profit

    Gross profit by segment was as follows:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin
Renewables $ 42,883  10.1  % $ 36,983  11.4  % $ 55,063  9.1  % $ 62,812  11.0  %
Specialty Civil 10,600  7.8  % 17,258  11.0  % 14,961  6.5  % 24,470  9.2  %
  Total gross profit $ 53,483  9.5  % $ 54,241  11.3  % $ 70,024  8.4  % $ 87,282  10.4  %


Note 11. Joint Ventures

As of June 30, 2021, the Company did not have any VIEs but did have one joint venture that used the proportionate consolidation method at 25% ownership. The following balances were included in the condensed consolidated financial statements:

(in thousands) June 30, 2021
Assets
Cash $ 6,918 
Accounts receivable 3,550 
Contract assets 2,064 
Liabilities
Accounts payable $ 3,782 
Contract liabilities 8,750 
Three Months Ended Six Months Ended
June 30, 2021 June 30, 2021
Revenue $ 5,089  $ 9,590 
Cost of revenue 5,089  9,590 
Selling, general and administrative expenses 450  450 


21


Note 12. Related Party Transactions

On February 9, 2021, Ares Management, LLC, on behalf of its affiliated funds, investment vehicles and/or managed accounts (“Ares”) purchased the outstanding Series B Preferred Stock and Series A Preferred Stock from funds managed by Oaktree Capital Management (“Oaktree”). As of June 30, 2021, Ares currently holds all of the outstanding Series B Preferred Stock, except for 350 shares, and all of the outstanding Series A Preferred Stock.

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, Performance Warrants, Warrants at Closing (initial amount issued) Ares 100  %
Series B-2 and B-3 Preferred Stock, Warrants at Closing Ares 100  %

22



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

    This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements can be identified by the use of forward-looking terminology including “may,” “should,” “likely,” “will,” “believe,” “expect,” “anticipate,” “estimate,” “forecast,” “seek,” “target,” “continue,” “plan,” “intend,” “project,” or other similar words. All statements, other than statements of historical fact included in this Quarterly Report, regarding expectations for the impact of the COVID-19 pandemic, future financial performance, business strategies, expectations for our business, future operations, liquidity positions, availability of capital resources, financial position, estimated revenues and losses, projected costs, prospects, plans, objectives and beliefs of management are forward-looking statements.

    These forward-looking statements are based on information available as of the date of this Quarterly Report and our management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove correct. Forward-looking statements should not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ include:

potential risks and uncertainties relating to COVID-19, including the geographic spread, the severity of the disease, the scope and duration of the COVID-19 pandemic, actions that may be taken by governmental authorities to contain the COVID-19 pandemic or to treat its impact, and the potential negative impacts of COVID-19 on permitting and project construction cycles, the U.S. economy and financial markets;
availability of commercially reasonable and accessible sources of liquidity and bonding;
our ability to generate cash flow and liquidity to fund operations;
the timing and extent of fluctuations in geographic, weather and operational factors affecting our customers, projects and the industries in which we operate;
our ability to identify acquisition candidates and integrate acquired businesses;
our ability to grow and manage growth profitably;
the possibility that we may be adversely affected by economic, business, and/or competitive factors;
market conditions, technological developments, regulatory changes or other governmental policy uncertainty that affects us or our customers;
our ability to manage projects effectively and in accordance with management estimates, as well as the ability to accurately estimate the costs associated with our fixed price and other contracts, including any material changes in estimates for completion of projects;
the effect on demand for our services and changes in the amount of capital expenditures by customers due to, among other things, economic conditions, commodity price fluctuations, the availability and cost of financing, and customer consolidation;
the ability of customers to terminate or reduce the amount of work, or in some cases, the prices paid for services, on short or no notice;
customer disputes related to the performance of services;
disputes with, or failures of, subcontractors to deliver agreed-upon supplies or services in a timely fashion;
our ability to replace non-recurring projects with new projects;
the impact of U.S. federal, local, state, foreign or tax legislation and other regulations affecting the renewable energy industry and related projects and expenditures;
the effect of state and federal regulatory initiatives, including costs of compliance with existing and future safety and environmental requirements;
fluctuations in equipment, fuel, materials, labor and other costs;
our beliefs regarding the state of the renewable wind energy market generally; and
the “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2020, and in our quarterly reports, other public filings and press releases.
23


We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
    Throughout this section, unless otherwise noted “IEA,” “Company,” “we,” “us,” and “our” refer to Infrastructure and Energy Alternatives, Inc. and its consolidated subsidiaries. Certain amounts in this section may not foot due to rounding.

Overview

    We are a leading diversified infrastructure construction company with specialized energy and heavy civil expertise throughout the United States. We specialize in providing complete engineering, procurement and construction services throughout the United States for the renewable energy, traditional power and civil infrastructure industries. These services include the design, site development, construction, installation and restoration of infrastructure. We have completed more than 240 wind and solar projects in 40 states and construct one of every five gigawatts put in to place throughout the U.S. in any given year. Although the Company has historically focused on the renewable industry, but has recently focused on further expansion into the solar market and with our recent acquisitions have expanded its construction capabilities and geographic footprint in the areas of environmental remediation, industrial maintenance, specialty paving, heavy civil and rail infrastructure construction, creating a diverse national platform of specialty construction capabilities. We believe we have the ability to continue to expand these services because we are well-positioned to leverage our expertise and relationships in the wind energy business to provide complete infrastructure solutions in all areas.

    We have two reportable segments: the Renewables (“Renewables”) segment and the Heavy Civil and Industrial (“Specialty Civil”) segment. See Segment Results for a description of the reportable segments and their operations.

Coronavirus Pandemic Update

    The COVID-19 pandemic continues to significantly impact the United States and the world. Since the start of the COVID-19 pandemic, we have been focused on the safety of our employees and ensuring that our construction sites are managed by taking all reasonable precautions to protect on-site personnel.

    We are actively monitoring the COVID-19 pandemic, including disease progression, vaccine response and availability, federal, state and local government actions, the Center for Disease Control (“CDC”) and World Health Organization (“WHO”) responses, supplier and supply chain risks, and prevention and containment measures to maintain business operations. As the COVID-19 pandemic and the responses by federal, state and local governments continue to evolve, we continue to make adjustments to our practices and policies to protect the health of our employees and those we work with at our projects and office locations, while continuing to provide our essential construction services to our clients.

    We believe that the foregoing actions have significantly reduced the Company’s exposure to the effects of COVID-19, including our workforce’s exposure to infection from COVID-19. As of today, we have had a low incidence of infection in our workforce. As vaccines become increasingly available to our workforce, clients and their families, we are evaluating and redoing protocols as management deems appropriate and based on federal, state and local government recommendations and policies.

We have noticed an impact of COVID-19 in adding new projects to our backlog. Our bidding activity continues at very high levels, but the final approval process for some projects, especially in our Specialty Segment, has been slowed due to COVID-19. Despite that, we were able to maintain a relatively consistent total backlog for June 30, 2021 compared to December 31, 2020.

We are unable to predict whether COVID-19 will continue to negatively impact the construction business and the degree of such impact as more of the population becomes vaccinated. We do not believe that COVID-19 is having a negative impact on our liquidity. We could see a change in this status if we experience future work stoppages at our projects due to significant supply chain or production disruptions, which would prevent us from billing customers for new work performed. If the federal, state and local governments proceed with more restrictive measures, and our customers determine to stop work or terminate projects, these actions would negatively impact our business, results of operations, liquidity and prospects. In addition, the Company is unable to predict any changes in the market for bonding by our sureties.

24



Current Quarter Financials

Key financial results for the quarter ended June 30, 2021 include:

Consolidated revenues increased 16.6% to $560.1 million as compared to $480.6 million for the quarter ended June 30, 2020, of which 75.8% was attributable to the Renewables segment and 24.2% was attributable to the Specialty Civil segment;

Operating income decreased $3.6 million, to $22.6 million as compared to income of $26.2 million for the quarter ended June 30, 2020;

Net income increased 30.6%, or $1.1 million, to net income of $4.7 million as compared to $3.6 million for the quarter ended June 30, 2020; and

Backlog increased 33.5%, or $692.3 million to $2.8 billion as compared to $2.1 billion for the year ended December 31, 2020.

Trends and Future Opportunities

Renewables Segment

The Renewables segment was impacted by the following significant operational trends:

Revenue increased 31.0% to $424.9 million for the quarter ended June 30, 2021 as compared to $324.3 million.

Revenues increased primarily due to higher demand in our solar market as projects continue to increase due to our consistent, safe and reliable performance with our customers on our wind projects, that has allowed us to capture further solar opportunities in backlog for 2021 and beyond.

Gross profit increased 16.0% to $42.9 million for the quarter ended June 30, 2021 as compared to $37.0 million.

We have maintained a heavy focus on construction of renewable power production capacity as renewable energy, particularly from wind and solar, has become widely accepted within the electric utility industry and has become a cost-effective solution for the creation of new generating capacity. We believe that this shift coupled with the below, will continue to drive opportunity in this segment over the long-term:

The current administration has a goal of investing $2 trillion in modern, sustainable, and clean energy infrastructure.

Renewable energy power generation has reached a level of scale and maturity that permits these technologies to now be cost-effective competitors to more traditional power generation technologies, including on an unsubsidized basis. The most significant changes have been related to increased turbine sizes and better battery storage methods.

Over 40 states and the District of Colombia have adopted renewable portfolio standards for clean energy.

In December 2020, there was a one year extension of the PTC at 60% for projects that begin construction prior to December 31, 2021 and a two year extension of 26% Solar Investment Tax Credit (“ITC”) to 2022 (22% credit extended through 2023).

On June 29, 2021, the IRS issued a notice which provides that projects that began construction in 2016-2019 have six years, and projects that began construction in 2020 have five years from the date construction began to be placed-in-service to qualify for the PTC or ITC that was in effect when construction began. This new rule effectively extends the amount of time that many projects will be eligible for PTC to 2025.

25


As a result, wind and solar power are among the leading sources of new power generation capacity in the U.S., and the Company does not anticipate this trend to change in the near future as we are continuing to see growth through new awards in our backlog:

(in millions)
Segment December 31, 2020
New Awards in 2021(1)
Revenue Recognized in 2021
Backlog at June 30, 2021(2)
Renewables $ 1,513.4  $ 952.9  $ 605.2  $ 1,861.1 

(1) New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

(2) Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 1. Business, Basis of Presentation and Significant Accounting Policies included in Part I, Item 1 of this Quarterly Report. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog sometimes may include awards for which a contract has not yet been executed or a notice to proceed has not been issued, but for which there are no remaining major uncertainties that the project will proceed (e.g., adequate funding is in place).

Specialty Civil Segment

The Specialty Civil segment was impacted by the following significant operational trends:

Revenue decreased 13.5% to $135.3 million for the quarter ended June 30, 2021 as compared to $156.3 million.

Gross profit decrease 38.6% to $10.6 million for the quarter ended June 30, 2021 as compared to $17.3 million

Revenue and gross profit decreases for the three months ended are primarily due to challenges in the following end markets:

The heavy civil construction market has seen increased competition in a few of our end markets, which has led to lower margins on certain heavy civil construction projects reducing overall profitability.

The rail market has been negatively impacted by COVID-19 and the reduction of spending budgets of some of our customers, which has led to further delays on portions of our large rail jobs.

All of our end markets in this segment have experienced delays in timing related to obtaining governmental approvals and environmental permitting that have affected the start and bidding opportunities of certain projects.

Despite the delays in project starts mentioned above we continued to see a strong bidding environment in the heavy civil construction and environmental remediation end markets for 2021 and had significant awarded projects related to:

The environmental remediation market continues to provide opportunities for growth and the Company has been short listed on some very significant project with anticipated start dates in 2021; and

The heavy civil construction market continues to be consistent year over year for awarded projects.

26



We believe that our business relationships with customers in these sectors are excellent and the strong reputation that our acquired companies have built has provided us with the right foundation to continue to grow our revenue base. The drivers to further growing this segment are as follows:

The FMI 2021 Overview Report published in the first quarter of 2021 projects that nonresidential construction put in place for the United States will be over $500 billion per year from 2021 to 2024.

Fast Act extension and highway trust fund infusion of $13.6 billion for the highway and transit account.

According to the American Coal Ash Association, coal combustion residuals “CCRs” or “coal ash” are produced by coal-fired power plants and represent one of the largest categories of industrial waste in the U.S., as 78.6 million tons of CCRs were produced in 2019. The Company anticipates this could be a $50.0 billion industry over the next ten years.

Additionally, there is significant overlap in labor, skills and equipment needs between our Renewables segment and our Specialty Civil segment, which we expect will continue to provide us with operating efficiencies as we continue to expand this sector. The Company continues to cross leverage these two segments and continues to see future growth through new awards in our backlog:

(in millions)
Segment December 31, 2020
New Awards in 2021(1)
Revenue Recognized in 2021
Backlog at June 30, 2021(2)
Specialty Civil $ 556.1  $ 575.9  $ 231.3  $ 900.7 

(1) New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

(2) Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 1. Business, Basis of Presentation and Significant Accounting Policies included in Part I, Item 1 of this Quarterly Report. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog sometimes may include awards for which a contract has not yet been executed or a notice to proceed has not been issued, but for which there are no remaining major uncertainties that the project will proceed (e.g., adequate funding is in place).

Backlog

    For companies in the construction industry, backlog can be an indicator of future revenue streams. Estimated backlog represents the amount of revenue we expect to realize from the uncompleted portions of existing construction contracts, including new contracts under which work has not begun and awarded contracts for which the definitive project documentation is being prepared, as well as revenue from change orders and renewal options. Estimated backlog for work under fixed price contracts and cost-reimbursable contracts is determined based on historical trends, anticipated seasonal impacts, experience from similar projects and estimates of customer demand based on communications with our customers. Cost-reimbursable contracts are included in backlog based on the estimated total contract price upon completion.

The following table summarizes our backlog by segment as of June 30, 2021 and December 31, 2020:

(in millions)
Segments June 30, 2021 December 31, 2020
Renewables $ 1,861.1  $ 1,513.4 
Specialty Civil 900.7  556.1 
  Total $ 2,761.8  $ 2,069.5 
    
The Company expects to recognize 65.6% of revenue related to its backlog in the next twelve months.

27


Based on historical trends in the Company’s backlog, we believe awarded contracts to be firm and that the revenue for such contracts will be recognized over the life of the project. Timing of revenue for construction and installation projects included in our backlog can be subject to change as a result of customer delays, regulatory factors and/or other project-related factors. These changes could cause estimated revenue to be realized in periods later than originally expected, or not at all. In the past, we have occasionally experienced postponements, cancellations and reductions on construction projects, due to market volatility and regulatory factors. There can be no assurance as to our customers’ requirements or the accuracy of our estimates. As a result, our backlog as of any particular date is an uncertain indicator of future revenue and earnings.

    Backlog is not a term recognized under GAAP, although it is a common measurement used in our industry. Our methodology for determining backlog may not be comparable to the methodologies used by others. See ‘‘Item 1A. Risk Factors’’ in our Annual Report on Form 10-K filed with the SEC on March 8, 2021 for a discussion of the risks associated with our backlog.

Significant Factors Impacting Results

Our revenues, margins and other results of operations can be influenced by a variety of factors in any given period, including those described in Results of Operations and Forward Looking Statements, and those factors have caused fluctuations in our results in the past and are expected to cause fluctuations in our results in the future. Additional information with respect to certain of those factors is provided below.

Seasonality. Typically, our revenues are lowest in the first quarter of the year because cold, snowy or wet conditions can create challenging working environments that are more costly for our customers or cause delays on projects. In addition, infrastructure projects often do not begin in a meaningful way until our customers finalize their capital budgets, which typically occurs during the first quarter. Second quarter revenues are typically higher than those in the first quarter, as some projects begin, but continued cold and wet weather can often impact productivity. Third quarter revenues are typically the highest of the year, as a greater number of projects are underway and operating conditions, including weather, are normally more accommodating. Generally, revenues during the fourth quarter are lower than the third quarter but higher than the second quarter, as many projects are completed and customers often seek to spend their capital budgets before year end. However, the holiday season and inclement weather can sometimes cause delays during the fourth quarter, reducing revenues and increasing costs.
Our revenue and results of operations for our Specialty Civil segment are also affected by seasonality but to a lesser extent as these projects are more geographically diverse and less impacted by severe weather. While the first and second quarter revenues are typically lower than the third and fourth quarter, we believe this geographical diversity has allowed this segment to be less seasonal over the course of the year.

Weather and Natural Disasters. The results of our business in a given period can be impacted by adverse weather conditions, severe weather events or natural disasters, which include, among other things, heavy or prolonged snowfall or rainfall, hurricanes, tropical storms, tornadoes, floods, blizzards, extreme temperatures, wildfires, pandemics and earthquakes. These conditions and events can negatively impact our financial results due to the termination, deferral or delay of projects, reduced productivity and exposure to significant liabilities.

Cyclical demand. Fluctuations in end-user demand within the industries we serve, or in the supply of services within those industries, can impact demand for our services. As a result, our business may be adversely affected by industry declines or by delays in new projects. Variations in project schedules or unanticipated changes in project schedules, in particular, in connection with large construction and installation projects, can create fluctuations in revenue, which may adversely affect us in a given period. In addition, revenue from master service agreements, while generally predictable, can be subject to volatility. The financial condition of our customers and their access to capital, variations in project margins, regional, national and global economic, political and market conditions, regulatory or environmental influences, and acquisitions, dispositions or strategic investments can also materially affect quarterly results. Accordingly, our operating results in any particular period may not be indicative of the results that can be expected for any other period.

Revenue mix. The mix of revenues based on the types of services we provide in a given period will impact margins, as certain industries and services provide higher-margin opportunities. Revenue derived from projects billed on a fixed-price basis totaled 99.3% for the three months ended June 30, 2021. 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 0.7% of consolidated revenue for the three months ended June 30, 2021.

Size, scope and complexity of projects. Larger or more complex projects with design or construction complexities; more difficult terrain requirements; or longer distance requirements typically yield opportunities for higher margins as we
28


assume a greater degree of performance risk and there is greater utilization of our resources for longer construction timeframes. Furthermore, smaller or less complex projects typically have a greater number of companies competing for them, and competitors at times may more aggressively pursue available work. A greater percentage of smaller scale or less complex work also could negatively impact margins due to the inefficiency of transitioning between a larger number of smaller projects versus continuous production on fewer larger projects. Also, at times we may choose to maintain a portion of our workforce and equipment in an underutilized capacity to ensure we are strategically positioned to deliver on larger projects when they move forward.

Project variability and performance. Margins for a single project may fluctuate period to period due to changes in the volume or type of work performed, the pricing structure under the project contract or job productivity. Additionally, our productivity and performance on a project can vary from period to period based on a number of factors, including unexpected project difficulties or site conditions; project location, including locations with challenging operating conditions; whether the work is on an open or encumbered right of way; inclement weather or severe weather events; environmental restrictions or regulatory delays; protests, other political activity or legal challenges related to a project; and the performance of third parties.

Subcontract work and provision of materials. Work that is subcontracted to other service providers generally yields lower margins, and therefore an increase in subcontract work in a given period can decrease margins. Our customers are usually responsible for supplying the materials for their projects; however, under some contracts we agree to procure all or part of the required materials. Margins may be lower on projects where we furnish a significant amount of materials, including projects where we provide engineering, procurement and construction ("EPC") services, as our markup on materials is generally lower than our markup on labor costs. Furthermore, fluctuations in the price of materials we procure, including as a result of changes in U.S. or global trade relationships or other economic or political conditions, may impact our margins. In a given period, an increase in the percentage of work with higher materials procurement requirements may decrease our overall margins.

Results of Operations

Three Months Ended June 30, 2021 and 2020

    The following table reflects our condensed consolidated results of operations in dollar and percentage of revenue terms for the periods indicated:
Three Months Ended June 30,
(in thousands) 2021 2020
Revenue $ 560,148  100.0  % $ 480,604  100.0  %
Cost of revenue 506,665  90.5  % 426,363  88.7  %
Gross profit 53,483  9.5  % 54,241  11.3  %
Selling, general and administrative expenses 30,894  5.5  % 28,074  5.8  %
Income from operations 22,589  4.0  % 26,167  5.4  %
Interest expense, net (14,495) (2.6) % (16,200) (3.4) %
Other income (expense) 770  0.1  % (1,631) (0.3) %
Income from continuing operations before income taxes 8,864  1.6  % 8,336  1.7  %
Provision for income taxes (4,165) (0.7) % (4,739) (1.0) %
Net income $ 4,699  0.8  % $ 3,597  0.7  %
    

For a detailed discussion of Revenue and Gross profit see Segment Results, below.

Revenue. Revenue increased 16.6%, or $79.5 million, in the second quarter of 2021, compared to the same period in 2020.

Gross profit. Gross profit decreased 1.4%, or $0.8 million, in the second quarter of 2021, compared to the same period in 2020. As a percentage of revenue, gross profit was 9.5% in the quarter, as compared to 11.3% in the prior-year period.

Selling, general and administrative expenses. Selling, general and administrative expenses increased 10.0%, or $2.8 million, in the second quarter of 2021, compared to the same period in 2020. Selling, general and administrative expenses were
29


5.5% of revenue in the second quarter of 2021, compared to 5.8% in the same period in 2020. The increase in selling, general and administrative expenses was primarily driven by:

Staff related benefit costs of $1.4 million;
Information technology costs of $0.6 related to software licensing; and
Business travel costs of $0.7 million.

Interest expense, net. Interest expense, net decreased by $1.7 million, in the second quarter of 2021, compared to the same period in 2020. This decrease was primarily driven by lower effective interest rates on our term loan, partially offset by an increase in the dividend rate of 13.5% on the Company's preferred Series B stock dividend. The increase in rate was due to the Company's net lien leverage ratio being above 1.5:1.0.
Other income (expense). Other income (expense) increased by $2.4 million, to income of $0.8 million in the second quarter of 2021 compared to an expense of $1.6 million for the same period in 2020. This increase was primarily the result of the impact of a decrease in the warrant liability in the second quarter of 2021. See further discussion in Note 5. Fair Value of Financial Instruments included in Item 1 of this Quarterly Report on Form 10-Q.

Provision for income taxes. Provision for income taxes decreased $0.6 million, to $4.2 million in the second quarter of 2021, compared to $4.7 million for the same period in 2020. The effective tax rates for the period ended June 30, 2021 and 2020 were 47.0% and 56.8%, respectively. The lower effective tax rate in the second quarter of 2021 was primarily attributable to lower permanent differences related to executive compensation, which are not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended June 30, 2021 and 2020.

Segment Results

The Company operated our business as two reportable segments: the Renewables segment and the Specialty Civil segment. 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.

The following table sets forth segment revenues and gross profit for the years indicated, as well as the dollar and percentage change from the prior year:

Three Months Ended June 30,
(in thousands) 2021 2020
Segment Revenue % of Total Revenue Revenue % of Total Revenue
Renewables $ 424,854  75.8  % $ 324,262  67.5  %
Specialty Civil 135,294  24.2  % 156,342  32.5  %
  Total revenue $ 560,148  100.0  % $ 480,604  100.0  %
Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin
Renewables $ 42,883  10.1  % $ 36,983  11.4  %
Specialty Civil 10,600  7.8  % 17,258  11.0  %
  Total gross profit $ 53,483  9.5  % $ 54,241  11.3  %

Renewables Segment Results

Revenue. Renewables revenue was $424.9 million for the quarter ended June 30, 2021 as compared to $324.3 million for the same period in 2020, an increase of 31.0%, or $100.6 million. The increase in revenue was primarily due to:

30


The Company had 13 wind projects of greater than $5.0 million of revenue in the second quarter of 2021 compared to 15 wind projects during the same period in 2020,
The average revenue of the 13 wind projects was $21.8 million in 2021 compared to $20.3 million related to the 15 wind projects during the same period in 2020, and
Solar revenue increased $100.7 million for the quarter ended June 30, 2021 when compared to the same period for 2020.

Gross profit. Renewables gross profit was $42.9 million for the quarter ended June 30, 2021 as compared to $37.0 million for 2020, an increase of 16.0%, or $5.9 million. As a percentage of revenue, gross profit was 10.1% in 2021, as compared to 11.4% in 2020. The decrease in percentage was primarily related to adding more craft labor and rented and leased equipment in anticipation of higher work volumes and greater operating intensity in the second half of the year.

Specialty Civil Segment Results

Revenue. Specialty Civil revenue was $135.3 million for the quarter ended June 30, 2021 as compared to $156.3 million for 2020, a decrease of 13.5%, or $21.0 million. The decrease in revenue was primarily due to:

Heavy civil market had less construction projects and a lower average value of projects in the second quarter of 2021 compared to 2020, and
Offsetting the decrease in revenue was a slight increase in our environmental remediation market due to more projects in the second quarter of 2021.

Gross profit. Specialty Civil gross profit was $10.6 million for the quarter ended June 30, 2021 as compared to $17.3 million for 2020, a decrease of 38.6%, or $6.7 million. As a percentage of revenue, gross profit was 7.8% in 2021, as compared to 11.0% in 2020. In the second quarter of 2021, the Company had less projects under construction which contributed to lower utilization of labor and equipment fixed costs.

Results of Operations

Six Months Ended June 30, 2021 and 2020

    The following table reflects our condensed consolidated results of operations in dollar and percentage of revenue terms for the periods indicated:

Six Months Ended June 30,
(in thousands) 2021 2020
Revenue $ 836,560  100.0  % $ 838,767  100.0  %
Cost of revenue 766,536  91.6  % 751,485  89.6  %
Gross profit 70,024  8.4  % 87,282  10.4  %
Selling, general and administrative expenses 55,740  6.7  % 57,558  6.9  %
Income from operations 14,284  1.7  % 29,724  3.5  %
Interest expense, net (28,854) (3.4) % (32,265) (3.8) %
Other income (expense) 608  0.1  % (2,733) (0.3) %
Loss from continuing operations before income taxes (13,962) (1.7) % (5,274) (0.6) %
Provision for income taxes (1,773) (0.2) % (3,872) (0.5) %
Net loss $ (15,735) (1.9) % $ (9,146) (1.1) %

For a detailed discussion of Revenue and Gross profit see Segment Results, below.

Revenue. Revenue decreased 0.3%, or $2.2 million, in the first six months of 2021, compared to the same period in 2020.

Gross profit. Gross profit decreased 19.8%, or $17.3 million, in the first six months of 2021, compared to the same period in 2020. As a percentage of revenue, gross profit was 8.4% in the quarter, as compared to 10.4% in the prior-year period.
31




Selling, general and administrative expenses. Selling, general and administrative expenses decreased 3.2%, or $1.8 million, in the first six months of 2021, compared to the same period in 2020. Selling, general and administrative expenses were 6.7% of revenue in the first six months of 2021, compared to 6.9% in the same period in 2020. The decrease in selling, general and administrative expenses was primarily driven by:

Reduction in staff related benefit costs by $2.9 million.

The reduction above was partially offset by expense increase for:

Information technology costs of $1.2 million related to software licensing.

Interest expense, net. Interest expense, net decreased by $3.4 million, in the first six months of 2021, compared to the same period in 2020. This decrease was primarily driven by lower effective interest rates on our term loan.
Other income (expense). Other income (expense) increased by $3.3 million, to income of $0.6 million in the first six months of 2021 compared to an expense of $2.7 million for the same period in 2020. This increase was primarily the result of the impact of a decrease in the warrant liability in the first six months of 2021. See further discussion in Note 5. Fair Value of Financial Instruments included in Item 1 of this Quarterly Report on Form 10-Q.

Provision for income taxes. Provision for income taxes decreased $2.1 million, to $1.8 million in the first six months of 2021, compared to $3.9 million for the same period in 2020. The effective tax rates for the first six months of 2021 and 2020 were (12.7)% and (73.4)%, respectively. The lower effective tax rate in the first six months of 2021 was primarily attributable to lower permanent differences related to executive compensation, which are not deductible for federal and state income taxes. There were no changes in uncertain tax positions during the periods ended June 30, 2021 and 2020.

Segment Results

The following table sets forth segment revenues and gross profit for the years indicated, as well as the dollar and percentage change from the prior year:

Six Months Ended June 30,
(in thousands) 2021 2020
Segment Revenue % of Total Revenue Revenue % of Total Revenue
Renewables $ 605,228  72.3  % $ 573,008  68.3  %
Specialty Civil 231,332  27.7  % 265,759  31.7  %
  Total revenue $ 836,560  100.0  % $ 838,767  100.0  %
Segment Gross Profit Gross Profit Margin Gross Profit Gross Profit Margin
Renewables $ 55,063  9.1  % $ 62,812  11.0  %
Specialty Civil 14,961  6.5  % 24,470  9.2  %
  Total gross profit $ 70,024  8.4  % $ 87,282  10.4  %

Renewables Segment Results

Revenue. Renewables revenue was $605.2 million for the first six months of 2021 as compared to $573.0 million for the same period in 2020, an increase of 5.6%, or $32.2 million. The increase in revenue was primarily due to:

Solar revenue increased $134.0 million for the first six months of 2021 when compared to the same period for 2020.


32


The increase was partially offset by $101.8 million decrease in the wind market:

The Company had 16 wind projects of greater than $5.0 million of revenue in the first six months of 2021 compared to 17 wind projects during the same period in 2020.
The average revenue of the 16 wind projects in 2021, was $25.4 million with an average percentage of completion of 61%.
The average revenue of the 17 wind projects in 2020 was $31.8 million with an average percentage of completion of 75% in 2020.
The reduction in revenue for the year on wind projects was related to earlier project starts in 2020 compared to 2021.

Gross profit. Renewables gross profit was $55.1 million for the first six months of 2021 as compared to $62.8 million for 2020, a decrease of 12.3%, or $7.7 million. As a percentage of revenue, gross profit was 9.1% in 2021, as compared to 11.0% in 2020. The decrease in percentage was primarily related to adding more craft labor and rented and leased equipment in anticipation of higher work volumes and greater operating intensity in the second half of the year.

Specialty Civil Segment Results

Revenue. Specialty Civil revenue was $231.3 million for the first six months of 2021 as compared to $265.8 million for 2020, a decrease of 13.0%, or $34.4 million. The decrease in revenue was primarily due to:

Rail markets continue to experience a decrease in revenue primarily due to delay in project starts for railroads and lower budgets decreasing bidding opportunities,
Heavy civil market had less construction projects and a lower average value of projects in the first six months of 2021 compared to 2020, and
Offsetting the decrease in revenue was a slight increase in our environmental remediation market due to more projects in the first six months of 2021 compared to 2020.

Gross profit. Specialty Civil gross profit was $15.0 million for the first six months of 2021 as compared to $24.5 million for 2020, a decrease of 38.9%, or $9.5 million. As a percentage of revenue, gross profit was 6.5% in 2021, as compared to 9.2% in 2020. In the first six months of 2021, the Company had less projects under construction in the heavy civil and rail markets which contributed to lower utilization of labor and equipment fixed costs.

Liquidity and Capital Resources

Overview

    Our primary sources of liquidity are cash flows from operations, our cash balances and availability under our Third A&R Credit Agreement. Our primary liquidity needs are for working capital, debt service, dividends on our Series B Preferred Stock, income taxes, capital expenditures, insurance collateral, and strategic acquisitions. As of June 30, 2021, we had approximately $117.7 million in cash, and $53.3 million availability under our Third A&R Credit Agreement.

We anticipate that our existing cash balances, funds generated from operations, and borrowings will be sufficient to meet our cash requirements for the next twelve months. No assurance can be given, however, that these sources will be sufficient, because there are many factors which could affect our liquidity, including some which are beyond our control. Please see “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K filed with the SEC on March 8, 2021 for a discussion of the risks associated with our liquidity.

Capital Expenditures

    For the six months ended June 30, 2021, we incurred $15.5 million in finance lease payments and an additional $14.6 million cash purchases for equipment. We estimate that we will spend approximately two percent of revenue for capital expenditures for 2021. Actual capital expenditures may increase or decrease in the future depending upon business activity levels, as well as ongoing assessments of equipment lease versus buy decisions based on short and long-term equipment requirements.



33



Working Capital

    We require working capital to support seasonal variations in our business, primarily due to the effect of weather conditions on external construction and maintenance work and the spending patterns of our customers, both of which influence the timing of associated spending to support related customer demand. Our business is typically slower in the first quarter of each calendar year. Working capital needs are generally lower during the spring when projects are awarded and we receive down payments from customers. Conversely, working capital needs generally increase during the summer or fall months due to increased demand for our services when favorable weather conditions exist in many of the regions in which we operate. Working capital needs are typically lower and working capital is converted to cash during the winter months. These seasonal trends, however, can be offset by changes in the timing of projects, which can be affected by project delays or accelerations and/or other factors that may affect customer spending.

    Generally, we receive 5% to 10% cash payments from our customers upon the inception of our Renewable projects. Timing of billing milestones and project close-outs can contribute to changes in unbilled revenue. As of June 30, 2021, substantially all of our costs in excess of billings and earnings will be billed to customers in the normal course of business within the next twelve months. Net accounts receivable balances, which consist of contract billings as well as costs and earnings in excess of billings and retainage, increased to $409.3 million as of June 30, 2021 from $309.0 million as of December 31, 2020, due primarily to timing of project activity, and collection of billings to customers.

    Our billing terms are generally net 30 days, and some of our contracts allow our customers to retain a portion of the contract amount (generally, from 5% to 10%) until the job is completed. As part of our ongoing working capital management practices, we evaluate opportunities to improve our working capital cycle time through contractual provisions and certain financing arrangements. Our agreements with subcontractors often may contain a ‘‘pay-if-paid’’ provision, whereby our payments to subcontractors are made only after we are paid by our customers.

Sources and Uses of Cash

    Sources and uses of cash are summarized below:
Six Months Ended June 30,
(in thousands) 2021 2020
Net cash used in operating activities (11,378) (64,630)
Net cash used in investing activities (13,632) (1,522)
Net cash used in financing activities (21,357) (21,715)
    
Operating Activities. Net cash used in operating activities for the six months ended June 30, 2021 was $11.4 million, as compared to $64.6 million over the same period in 2020. The decrease in net cash used by operating activities reflects the timing of receipts from customers and payments to vendors in the ordinary course of business. The change was primarily attributable to lower payments on payables and accrued liabilities coupled with lower collections of accounts receivable and contract assets due to the timing of projects.

Investing Activities. Net cash used in investing activities for the six months ended June 30, 2021 was $13.6 million, as compared to $1.5 million over the same period in 2020. The increase in net cash used by investing activities was primarily attributable to an increase in purchases of property, plant and equipment.

Financing Activities. Net cash used in financing activities for the six months ended June 30, 2021 was $21.4 million, as compared to $21.7 million over the same period in 2020.

Series A Preferred Stock

    As of June 30, 2021, we had 17,483 shares of Series A Preferred Stock issued and outstanding. Each share of Series A Preferred Stock had an initial stated value of $1,000 per share (or approximately $17.5 million in the aggregate). Dividends are paid on the Series A Preferred Stock as, if and when declared by our Board. To extent permitted and only as, if and when declared by our Board, 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.

34


    If not paid in cash, dividends will accrue on the stated value and will increase the stated value on and effective as of the applicable dividend date without any further action by the Board at 12% per annum. As of June 30, 2021, the Company had increased the initial stated value by $5.7 million in the aggregate rather than pay cash dividends.

    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. The Company is currently restricted from paying cash dividends on Series A Preferred Stock because it has outstanding dividends that are accrued on the Series B preferred stock.

    The Series A Preferred Stock does not have a scheduled redemption date or maturity date. Subject to the terms of the Series B Preferred Stock, we may, at any time and from time to time, redeem all or any portion of the shares of Series A Preferred Stock then outstanding. As a condition to the consummation of any change of control (as described in the certificate governing the Series A Preferred Stock), we are required to redeem all shares of Series A Preferred Stock then outstanding. We are also required to use the net cash proceeds from certain transactions to redeem the maximum number of shares of Series A Preferred Stock that can be redeemed with such net cash proceeds, except as prohibited by the Third A&R Credit Agreement.

    Based on the stated value of the Series A Preferred Stock as of June 30, 2021 after giving effect to the accrual of dividends, we would be required to pay quarterly cash dividends in the aggregate of $0.6 million on the Series A Preferred Stock. If unpaid, the dividends will accrue at a rate of 12% per annum and increase the stated value of the Series A Preferred Stock. We do not presently expect to pay cash dividends.

Series B Preferred Stock

    As of June 30, 2021, we had 199,474 shares of Series B Preferred Stock issued and outstanding. Each share of Series B Preferred Stock had an initial stated value of $1,000 per share (or approximately $199.5 million in the aggregate). Our common stock and Series A Preferred Stock are junior to the Series B Preferred Stock. Dividends are paid in cash on the Series B Preferred Stock as, if and when declared by our Board. To the extent not prohibited by applicable law, and only as, if and when declared by our Board, dividends are required to be paid in cash quarterly in arrears on each March 31, June 30, September 30 and December 31. For any dividend period that the Total Net Leverage Ratio is greater than 1.50:1.00, the dividend rate is 13.5% per annum; and otherwise at a rate of 12.0% per annum.

    If not paid in cash, dividends will accrue on the stated value and will increase the stated value on Series B Preferred Stock at a rate of 15%. As of June 30, 2021, the unpaid dividends had increased the initial stated value by $18.3 million in the aggregate.

    Until the Series B Preferred Stock is redeemed, neither we nor any of our subsidiaries can declare, pay or set aside any dividends on shares of any other class or series of capital stock, except in limited circumstances. We are required to redeem all shares of Series B Preferred Stock outstanding on February 15, 2025 at the then stated value plus all accumulated and unpaid dividends thereon through the day prior to such redemption. Subject to compliance with the terms of any credit agreement, we are also required to redeem all of the Series B Preferred Stock as a condition to the consummation of certain changes in control (as defined in certificate governing the Series B Preferred Stock), as well as use the net cash proceeds from certain transactions to redeem shares of Series B Preferred Stock.

    Based on the stated value of the Series B Preferred Stock as of June 30, 2021 after giving effect to the accrual of dividends, we would be required to pay quarterly cash dividends in the aggregate of $6.6 million on the Series B Preferred Stock. If not paid the dividends will accrue at a rate of 15% per annum and increase the stated value of the Series B Preferred Stock. Actual decisions regarding payment of cash dividends on the Series B Preferred Stock will be made at the time of the applicable dividend payment based upon availability of capital resources, business conditions, other cash requirements, and other relevant factors.

Deferred Taxes - COVID-19

The CARES Act was enacted on March 27, 2020, in response to the COVID-19 emergency. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws. 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.

35


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 from 30% for tax years 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.

IEA has also made use of the payroll deferral provision to defer the 6.2% social security tax, or approximately $13.6 million, through December 31, 2020. This amount is required to be paid at 50% on December 31, 2021 and December 31, 2022.

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 on and after the Amendment’s effective date and until delivery of the financial statements for the fiscal quarter ended December 31, 2020, as required under the Amendment, 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 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, as set forth below:

First Lien Net Leverage Ratio LIBOR Loans Base Rate Loans
Less than 1.00:1.00 2.50% 1.50%
Less than 2.00:1.00 but greater than or equal to 1.00:1.00 2.75% 1.75%
Less than 3.00:1.00 but greater than or equal to 2.00:1.00 3.00% 2.00%
Less than 3.50:1.00 but greater than or equal to 3.00:1.00 3.25% 2.25%
Greater than or equal to 3.50:1.00 3.50% 2.50%

The Amendment also further specifies the unused commitment fee rate. On and after the Amendment’s effective date 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 senior secured net leverage ratio, as set forth below:

Senior Secured Net Leverage Ratio Applicable Unused Commitment Fee Rate
Less than 1.00:1.00 0.35%
Less than 2.00:1.00 but greater than or equal to 1.00:1.0 0.40%
Less than 3.00:1.00 but greater than or equal to 2.00:1.00 0.45%
Greater than or equal to 3.00:1.00 0.50%


36



Contractual Obligations

    The following table sets forth our contractual obligations and commitments for the periods indicated as of June 30, 2021.
Payments due by period
(in thousands) Total Remainder of 2021 2022 2023 2024 2025 Thereafter
Debt (principal) (1)
177,613  1,214  16,916  29,986  129,368  129  — 
Debt (interest) (2)
34,603  6,161  11,924  10,203  6,312  — 
Debt - Series B Preferred Stock (3)
199,474  —  —  —  —  199,474  — 
Dividends - Series B Preferred Stock (4)
112,797  13,057  26,113  26,113  26,113  21,401  — 
Finance leases (5)
55,319  13,547  23,379  8,984  5,043  3,555  811 
Operating leases (6)
52,155  6,229  11,238  8,776  4,740  2,236  18,936 
Total $ 631,961  $ 40,208  $ 89,570  $ 84,062  $ 171,576  $ 226,798  $ 19,747 
(1)Represents the contractual principal payment due dates on our outstanding debt.
(2)Includes variable rate interest using June 30, 2021 rates.
(3)Represents the mandatorily redeemable debt - Series B Preferred with expected redemption date of February 15, 2025.
(4)Future declared dividends have been included at 12% but payment determination will be evaluated each quarter resulting in differing accumulated dividend rates.
(5)We have obligations, inclusive of associated interest, recognized under various finance leases for equipment totaling $55.3 million at June 30, 2021. Net amounts recognized within property, plant and equipment, net in the condensed consolidated balance sheet under these financed lease agreements at June 30, 2021 totaled $70.1 million.
(6)We lease real estate, vehicles, office equipment and certain construction equipment from unrelated parties under non-cancelable leases. Lease terms range from month-to-month to terms expiring through 2038.

    For detailed discussion and additional information pertaining to our debt instruments, see Note 6. Debt and Note 7. Commitments and Contingencies in the notes to our condensed consolidated financial statements, included in Part I, Item 1.

Off-Balance Sheet Arrangements

    As is common in our industry, we have entered into certain off-balance sheet arrangements in the ordinary course of business. Our significant off-balance sheet transactions include liabilities associated with letter of credit obligations, surety and performance and payment bonds entered into in the normal course of business, liabilities associated with deferred compensation plans, liabilities associated with certain indemnification and guarantee arrangements.

    As of June 30, 2021 and December 31, 2020, the Company was contingently liable under letters of credit issued under its revolving credit facility or its old credit facility in the amount of $21.7 million and $7.8 million, respectively, related to projects and insurance.

    As of June 30, 2021 and December 31, 2020, the Company had outstanding surety bonds on projects of $3.0 billion and $2.8 billion, respectively.

Recently Issued Accounting Pronouncements

    See Note 1. Business, Basis of Presentation and Summary of Significant Accounting Policies in the notes to our condensed consolidated financial statements, included in Part I, Item 1.

37


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Credit Risk

    We are subject to concentrations of credit risk related to our net receivable position with customers, which includes amounts related to billed and unbilled accounts receivable and costs and earnings in excess of billings on uncompleted contracts net of advanced billings with the same customer. We grant credit under normal payment terms, generally without collateral, and as a result, we are subject to potential credit risk related to our customers’ ability to pay for services provided. This risk may be heightened if there is depressed economic and financial market conditions. However, we believe the concentration of credit risk related to billed and unbilled receivables and costs and estimated earnings in excess of billings on uncompleted contracts is limited because of the lack of concentration and the high credit rating of our customers.

Interest Rate Risk

    Borrowings under the Third A&R Credit Agreement and certain other borrowings are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. The outstanding debt balance as of June 30, 2021 was $177.6 million. A one hundred basis point change in the LIBOR rate would increase or decrease interest expense by $1.8 million. As of June 30, 2021, we had no derivative financial instruments to manage interest rate risk.
Item 4. Control and Procedures

    Attached as exhibits to this Quarterly Report on Form 10-Q are certifications of IEA’s Chief Executive Officer and Chief Financial Officer that are required in accordance with Rule 13a-14 of the Exchange Act of 1934. This section includes information concerning the controls and controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications.

Evaluation of Disclosure Controls and Procedures

    Our management has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. The disclosure controls and procedures are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

    As of the end of the period covered by this Quarterly Report, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, these officers have concluded that, as of June 30, 2021, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

    There has been no change in our internal control over financial reporting during the quarter ended June 30, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

38


Part II. OTHER INFORMATION
Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 7. Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements included in Item 1. Financial Statements of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A. Risk Factors

    At June 30, 2021, there have been no other material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 8, 2021, which is accessible on the SEC's website at www.sec.gov, except as described below.


Item 6. Exhibits

(a)    Exhibits.
    
Exhibit Number Description
2.1#
2.2
2.3
2.4
39


2.5
2.6
2.7
2.8#
2.9
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
40


3.9
3.10
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
41


4.14
4.15
4.16
4.17
4.18
10.1†
10.2
10.3†
10.4
31.1*
31.2*
32.1**
32.2**
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
*Filed herewith.
**Furnished herewith
† Indicates a management contract or compensatory plan or arrangement.
# Schedules have been omitted pursuant to Item 601(b)(5) of Regulation S-K. We will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.

42



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
   
  INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
   
Dated: July 28, 2021 By: /s/ Peter J. Moerbeek
  Name: Peter J. Moerbeek
  Title:   Executive Vice President, Chief Financial Officer
  Principal Financial and Accounting Officer


EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement") dated as of June 29, 2021, between IEA Energy Services, LLC a Delaware limited liability company (the "Company"), and Erin J. Roth ("Executive").
WHEREAS, Executive accepted a position as Executive Vice President, General Counsel & Secretary effective June 21, 2021 (the "Effective Date");
WHEREAS, the Company and Executive desire to enter into this employment agreement (this "Agreement") pursuant to the terms, provisions and conditions set forth herein, which will govern the terms of Executive's employment with the Company.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as set forth below:
    1.    Term.
(a)The term of Executive's employment under this Agreement shall be effective as of the Effective Date, and shall continue until the third (3rd) anniversary thereof (the "Initial Expiration Date"), provided that on the Initial Expiration Date and each subsequent anniversary of the Initial Expiration Date, the term of Executive's employment under this Agreement shall be automatically extended for one additional year unless either -party provides written notice to the other party at least ninety (90) days prior to the Initial Expiration Date (or any such anniversary, as applicable) that Executive's employment hereunder shall not be so extended (in which case Executive's employment and this Agreement shall terminate on the Initial Expiration Date or expiration of the extended term,, as applicable); provided, however, that Executive’s employment and this IMAGE_0.JPG Agreement may be terminated earlier at any time pursuant to the provisions of Section 4. The period of time from the Effective Date through the termination of this Agreement and Executive's employment hereunder pursuant to its terms is herein referred to as the "Term"; and the date on which the Term is scheduled to expire (i.e., the Initial Expiration Date or the scheduled expiration of the extended term, if applicable) is herein referred to as the "Expiration Date".
(b)Executive agrees and acknowledges that the Company has no obligation to extend the Term or to continue Executive's employment following the Expiration Date, and Executive expressly acknowledges that no promises or understandings to the contrary have been made or reached. Executive also agrees and acknowledges that, should Executive and the Company choose to continue Executive's employment for any period of time following the Expiration Date without extending the term of Executive' s employment under this Agreement or entering into a new written employment agreement, Executive's employment with the Company shall be "at will", such that the Company may terminate Executive's employment at any time, with or without reason and with or without notice, and Executive may resign at any time, with or without reason and with or without notice.
(c)For purposes of this Agreement, the following terms, as used herein, shall have the definitions set forth below.



"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person, provided that, in any event, any business in which the Company has any direct or indirect ownership interest shall be treated as an Affiliate of the Company.
"Control" (including, with correlative meanings, the terms "Controlled by" and "under common Control with"), as used with respect to any Person, means the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
"Governmental Entity" means any national, state, county, local, municipal or other government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality.
"Person" means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity, unincorporated entity or other entity.
2.Duties and Responsibilities.
(a) IMAGE_0.JPG During the Term, Executive agrees to be employed and devote all of Executive's business time and efforts to the Company and the promotion of its interests and the performance of Executive's duties and responsibilities hereunder as General Counsel, upon the terms and conditions of this Agreement. Executive shall perform such lawful duties and responsibilities as directed from time to time by the Chief Executive Officer of the Company ("CEO"), or the Board of Directors of the Company (the "Board") IMAGE_0.JPG that are customary for a General Counsel.
(b)During the Term, Executive shall report directly to the CEO or the CEO's designee, or in the absence thereof the Board. Executive acknowledges that Executive's duties and responsibilities may require Executive to travel on business to the extent necessary to fully perform Executive's duties and responsibilities hereunder. It is anticipated that Executive shall generally be physically present on Company premises, and will occasionally work from her home (or be traveling on Company business) during normal business hours (unless absent due to vacation, injury, illness or other approved leave of absence). Executive will serve as an officer and director of subsidiaries and affiliates as requested by the Company but shall not be entitled to any additional compensation for such board service while employed by the Company.
(c)During the Term, Executive shall use Executive's best efforts to faithfully and diligently serve the Company and shall not act in any capacity that is in conflict with Executive's duties and responsibilities hereunder; provided, however, Executive may manage Executive's personal investments and affairs and participate in non-profit, educational, charitable and civic activities, to the extent that such activities do not interfere with the performance of Executive's duties hereunder, and are not in conflict with the business
2


interests of the Company or its Affiliates or otherwise compete with the Company or its Affiliates. Except as provided in the immediately preceding sentence, for the avoidance of doubt, during the Term Executive shall not be permitted to become engaged in or render services for any Person other than the Company and its Affiliates, and shall not be permitted to be a member of the board of directors of any company, in any case without the prior consent of the Company.
3.Compensation and Related Matters.
(a)Base Salary. During the Term, for all services rendered under this Agreement, Executive shall receive an annualized base salary ("Base Salary") at a rate of Three-hundred and eighty five thousand dollars ($385,000), payable in accordance with the Company's applicable payroll practices. References in this Agreement to "Base Salary" shall be deemed to refer to the most recently effective annual base salary rate. For all future years, the Company will review the Base Salary approximately annually during the Term to determine, at the discretion of the Company, whether the Base Salary should be increased and, if so, the amount of such increase and time at which it should take effect.
(b) IMAGE_3B.JPG Annual Bonus. During the Term, for each calendar year, Executive shall have the opportunity to earn an annual bonus ("Annual Bonus") under the Company's Annual Incentive Compensation Program based on performance measured against specified individual, and financial and strategic (including, without limitation, safety, budgetary or financial-based) performance criteria ("Performance Goals") established by the Board prior to or as soon as practicable following the start of each calendar year, subject to Executive's continued employment through December 31 of each such calendar year (except as otherwise provided in Section 4). The Annual Bonus shall be equal to sixty percent (600 0) of Base Salary (the "Target Bonus") if the Company achieves its established Performance Goals, with the opportunity for an Annual Bonus in excess of the Target Bonus (up to a maximum of 120% of Base Salary) for performance that exceeds the target thresholds relating to the Performance Goals. For calendar year 2021, any Annual Bonus earned shall be prorated to reflect Executive's period of service in calendar year 2021 following the Effective Date.
(c)Equity. As soon as practicable following the Effective Date, Executive will receive a one-time grant of 17,500 restricted stock units with a 3-year vesting schedule, under which the grants vests 1/3 each of the first, second and third anniversary of the date of grant. Additionally, within one hundred twenty (120) days after the Effective Date, subject to Executive's continued employment through the date of grant, the Company intends to grant Executive an equity award having a target value equal to sixty percent (60%) of Base Salary, pursuant to the terms of the 2018 Amended and Restated IEA 2018 Equity Incentive Plan (the "LTIP"). Commencing with the 2022 calendar year, subject to and conditioned upon approval by the Compensation Committee of the Board (the "Committee"), Executive shall be eligible for annual equity grants under the Company's LTIP, having a target value of no less than sixty percent (60 0 0) of Base Salary, pursuant to terms and conditions generally consistent with those applicable to other grants contemporaneously made to other members of the Company executive management team. The grants of equity pursuant to this Section 3(c), in each
3


case, shall be subject to the approval by the Committee and such other terms and conditions as determined by the Committee.
(d)Benefits and Perquisites. During the Term, Executive shall be entitled to participate in the benefit plans and programs commensurate with Executive's position, that are provided by the Company from time to time for its senior executives generally, subject to the terms and conditions of such plans which may be amended, modified, or terminated by the Company.
(e)Business Expense Reimbursements. During the Term, the Company shall IMAGE_4.JPG promptly reimburse Executive for Executive's reasonable and necessary business expenses incurred in connection with performing Executive's duties hereunder in accordance with its then prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred).
(f)Vacation. During the Term, Executive shall be entitled to four (4) weeks paid vacation each calendar year, including calendar year 2021, in accordance with the Company's vacation policy to be taken at such times as may be mutually agreed by Executive and the Company.
(g)Sick leave. Executive shall be entitled to sick leave and emergency leave according to the regular policies and procedures of Company.
(h)Liability insurance. The Company shall cover Executive under its director and officer liability insurance in the same amount and to the same extent as the Company covers its other officers and directors.
(i)Indemnification. The Company shall indemnify Executive and hold her harmless in accordance with the Company's Certificate of Incorporation and consistent with the indemnification provided to other executives.
(j)Sign-on Bonus. The Company will pay Executive a sign-on bonus of Thirty-Thousand Dollars ($30,000) in a lump sum on the first ordinary payroll date occurring after the 90th day following the Effective Date. The sign-on bonus will be paid via payroll and included as taxable earnings. In the event of Executive's voluntary termination for any reason, or by the Company due to Executive's performance or gross misconduct within one year of the payment date of the sign-on bonus, Executive agrees to reimburse the Company a prorated portion of the sign-on bonus, calculated based on the portion of the 12-month period following the sign-on bonus payment date that Executive remained employed.
4.Termination of Employment.
(a)Termination of Employment. Executive's employment may be terminated by either party at any time and for any reason; provided, however, that Executive shall be required to give the Company at least thirty (30) days advance written notice of any voluntary resignation of Executive's employment hereunder (and in such event the Company in its sole discretion may elect to accelerate Executive's date of termination of employment, it being understood that such termination shall still be treated as a
4


voluntary resignation for purposes of this Agreement and that the Company shall pay Executive for the entirety of the notice period). Notwithstanding the foregoing, Executive's employment shall automatically terminate upon Executive's death.
(b)Following any termination of Executive's employment, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 3 shall cease, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of (w) any accrued but unpaid Base Salary through the date of termination, (x) any earned and unpaid Annual Bonus for the year prior to the year in which termination occurs, and (y) any unreimbursed expenses under Section 3(e), in each case accrued or incurred through the date of termination of employment, payable as soon as practicable and in all events within thirty (30) days following termination of employment, (ii) as set forth in this Section 4; (iii) as explicitly set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, other than severance plans or policies, and (iv) as otherwise expressly required by applicable law (collectively, the "Accrued Obligations"). Notwithstanding any provision of the LTIP to the contrary, if Executive's employment is terminated due to Executive's death or Disability, (x) all grants and awards under the LTIP then subject to restriction or a vesting period shall become immediately vested and, to the extent applicable, exercisable and (y) any grant or award subject to performance conditions shall be deemed vested, and such performance conditions deemed satisfied based on achievement of target performance in the year of Executive's termination.
(c)If Executive's employment is terminated (I) by the Company without Cause or due to the Company's election not to extend the Term beyond the scheduled expiration of the Term on the Expiration Date as contemplated under Section 1 (a), or (Il) by Executive for Good Reason, then Executive, in addition to the Accrued Obligations, shall be entitled to receive: (A) an amount equal to the sum of the Executive's Base Salary and Target Bonus Amount, each as in effect on the date of termination, paid in twelve (12) equal monthly installments during the twelve (12) month period immediately following such termination in accordance with the Company ordinary payroll periods (the "Severance Payments"), (B) if an Annual Bonus would otherwise have been payable to Executive under Section 3(b) above for the year in which Executive's employment terminates had Executive remained employed, a prorated portion of that Annual Bonus amount (prorated by a fraction, the numerator of which is the number of days that have elapsed in the calendar year as of the date of termination, and the denominator of which is 365), payable at the time the Annual Bonus would otherwise have been payable had Executive remained employed, and (C) if Executive and/or her dependents timely elect to continue group medical, dental or vision coverage within the meaning of Code Section 4980B(f)(2) with respect to a plan sponsored by the Company (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium as well as an additional amount sufficient to gross up Executive for any amounts Executive would recognize as additional income tax attributable to the payment of the applicable premium, payable on the first day of each month, for the lesser of twelve (12) months or the period of such coverage as determined in accordance with Code Section 4980B. In addition, in the event Executive's employment is terminated for any reason other than Cause, and notwithstanding any
5


provision of the LTIP to the contrary, (A) all grants and awards under the LTIP then subject to restriction or a vesting period shall become immediately vested and, to the extent applicable, exercisable; and any grant or award subject to performance conditions shall be deemed vested, and such performance conditions deemed satisfied based on achievement of target performance in the year of Executive's termination. For purposes of Section 4, the term "Target Bonus Amount" shall mean the greater of (i) the Target Bonus for the year of termination or (ii) the average of the Annual Bonus payable in the three full calendar years prior to termination, or such shorter period if Executive has not been employed for three full calendar years.
(d) IMAGE_0.JPG In the event Executive' s employment is terminated for any reason other than (x) for Cause or (y) due to Disability or death, within 24 months following a Change in Control (as defined in the Company's LTIP), then Executive shall be entitled to (A) two (2) times the amount of the Severance Payment, paid in twelve (12) equal monthly installments during the twelve (12) month period immediately following such termination in accordance with the Company ordinary payroll periods, (B) the Target Bonus Amount for the year of Executive's termination, prorated by a fraction, the numerator of which is the number of days that have elapsed in the calendar year as of the date of termination, and the denominator of which is 365, (C) if Executive and/or her dependents timely elect to continue group medical, dental or vision coverage within the meaning of Code Section 4980B(f)(2) with respect to a plan sponsored by the Company (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), the amount of the applicable continuation coverage premium, payable on the first day of each month as well as an additional amount sufficient to gross up Executive for any amounts Executive would recognize as additional income tax attributable to the payment of the applicable premium, for the lesser of twenty-four (24) months or the period of such coverage as determined in accordance with Code Section 4980B and (D) $50,000 for the use of outplacement services, such amount to be reimbursed to Executive upon presentment of appropriate invoices or receipts to the Company for such services. To the extent continuation coverage cannot be provided under the Company's group medical plan under subsection (C) beyond an 18-month period, the Company shall procure and pay for an individual health care insurance policy with similar coverage and benefits for Executive and his qualifying dependents for the remainder of the period described in subsection (C). In addition, in the event Executive's employment is terminated for any of the reasons described in this Section 4(d) within 24 months following a Change in Control and notwithstanding any provision of the LTIP to the contrary, (A) all grants and awards under the LTIP then subject to restriction or a vesting period shall become immediately vested and, to the extent applicable, exercisable and (B) any grant or award subject to performance conditions shall be deemed vested, and such conditions deemed satisfied, based on achievement of target performance in the year of Executive's termination.
(e)Any payments or benefits under Section 4(b) or 4(c) shall be (A) conditioned upon Executive having executed and delivered an irrevocable waiver and general release of claims in the Company's customary form (the "Release") that has become effective in accordance with its terms within sixty (60) days after the date of termination, (B) subject to Executive's continued compliance with the terms of this
6


Agreement, including without limitation, Sections 5,6, 8 and 9, and (C) subject to Section 26.
(f)For purposes of this Agreement, "Cause" means: (A) Executive's substantial and repeated failure to perform duties as reasonably directed by the Board or the CEO (not as a consequence of Disability) after written notice thereof and failure to cure within ten (10) days; (B) Executive's misappropriation or fraud with regard to the Company or its Affiliates or their respective assets; (C) conviction of, or the pleading of guilty or nolo contendere to, a felony, or any other crime involving either fraud or a breach of Executive's duty of loyalty with respect to the Company or any Affiliates thereof, or any of its customers or suppliers that results in material injury to the Company or any of its Affiliates; (D) Executive's violation of the written policies of the Company or any of its Affiliates, or other misconduct in connection with the performance of Executive's duties that in either case results in material injury to the Company or any of its Affiliates, after written notice thereof and failure to cure within ten (10) days; or (E) Executive's breach of any material provision of this Agreement, including without limitation the confidentiality and non-disparagement provisions and the non-competition and non-solicitation provisions to which Executive is subject, including without limitation Sections 5, 6 and 9 hereof. For the avoidance of doubt, Executive will have no cure right if Executive is not reasonably capable of prompt cure.
(g)For purposes of this Agreement, "Disability" means Executive would be entitled to long-term disability benefits under the Company's long-term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, "Disability" means Executive's inability to perform Executive's duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of ninety (90) days or for a period of one hundred twenty (120) days in any three hundred sixty five (365) day period as determined by the Company in its good faith judgment.
(h)For purposes of this Agreement, "Good Reason" shall mean the occurrence of any of the following events without Executive's prior express written consent: (A) any reduction in Executive's Base Salary or Target Bonus percentage, or any material diminution in Executive's authority or title, or the assignment to Executive of duties that materially impair Executive's ability to perform the duties normally assigned to a General Counsel of a corporation of the size and nature of the Company; (B) any relocation of Executive's principal place of employment, to a location more than seventy-five (75) miles from Executive's principal place of employment on the date hereof; or (C) any material breach by the Company, or any of its Affiliates of any material obligation to Executive under this Agreement; provided however, that prior to resigning for Good Reason, Executive shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following Executive's knowledge of such facts and circumstances, and the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured then Executive shall not be permitted to resign for Good Reason in respect thereof).
7


(i)Upon termination of Executive's employment for any reason, Executive shall, as of the date of termination, be deemed to have resigned from all of Executive's positions, duties and authorities hereunder and from all of Executive's positions (if any) as a director or officer of the Company or its subsidiaries or Affiliates. Executive will take all actions reasonably requested by the Company to give effect to this provision.
(j)The payment of any amounts accrued under any benefit plan, program or arrangement in which Executive participates shall be subject to the terms of the applicable plan, program or arrangement, and any elections Executive has made thereunder. Except as prohibited by the terms of any Company benefit plan; program or arrangement, the Company may offset any amounts due and payable by Executive to the Company or its IMAGE_6A.JPG subsidiaries against any amounts the Company owes Executive hereunder; provided, however, no offsets shall be permitted against amounts that constitute deferred compensation subject to Section 409A. Except as set forth in this Section 4(i), Executive shall be under no obligation to seek other employment or to otherwise mitigate the obligations of the Company under this Agreement, and there shall be no offset against amounts or benefits due to Executive under this Agreement or otherwise on account of any claim (other than any preexisting debts then due in accordance with their terms) the Company or its Affiliates may have against Executive or any remuneration or other benefit earned or received by Executive after such termination.
5.Noncompetition and Nonsolicitation. For purposes of Sections 5, 6, 7, 8, 9, 10 and 1 1 of this Agreement, references to the Company shall include its subsidiaries and Affiliates.
(a)Executive agrees that Executive shall not, while an employee of the Company and during the twelve (12) month period following termination of employment (such collective duration, the "Restriction Period"), directly or indirectly, without the prior written consent of the Company:

(i) (A) engage in activities or businesses (including without limitation by owning any interest in, managing, controlling, participating in, consulting with, advising, rendering services for, or in any manner engaging in the business of owning, operating or managing any business) anywhere in the United States or other countries outside the United States in which the Company does business, that are principally or primarily engaged in any business or activity that competes with any of the businesses of the Company or any of its subsidiaries or controlled affiliates or any entity owned by the Company("Competitive Activities") or (B) assist any Person in any way to do, or attempt to do, anything prohibited by this Section 5(a)(i)(A) above; or

(ii)    perform any action, activity or course of conduct which is substantially detrimental to the businesses or business reputations of the Company and involves (A) soliciting, recruiting or hiring (or attempting to solicit, recruit or hire) any employees of the Company or Persons who have worked for the Company during the twelve (12) month period
8


immediately preceding such solicitation, recruitment or hiring or attempt thereof; (B) soliciting or encouraging (or attempting to solicit or encourage) any employee of the Company to leave the employment of the Company; (C) intentionally interfering with the relationship of the Company with any Person who or which is employed by or otherwise engaged to perform services for, or any customer, client, supplier, licensee, licensor or other business relation of, the Company; or (D) assisting any Person in any way to do, or attempt to do, anything prohibited by Section 5(a)(ii)(A), (B) or (C) above.
The Restriction Period shall be tolled during (and shall be deemed automatically extended by) any period in which Executive is in violation of the provisions of this Section 5(a) unless provided below.
(b)The provisions of Section 5(a) shall not be deemed breached as a result of Executive's passive ownership of less than an aggregate of three percent (3%) of any class of securities listed on a national securities exchange of a Person that is engaged, directly or indirectly, in Competitive Activities, so long as Executive does not actively participate in the business of such Person; provided, that, for the sake of clarity, Executive shall remain bound by the other restrictive covenants in this agreement, including but not limited to Section 6 hereof.

(c)Notwithstanding the fact that any provision of this Section 5 is determined not to be specifically enforceable, the Company may nevertheless be entitled to recover monetary damages as a result of Executive's material breach of such provision.

(d)Executive acknowledges that the Company has a legitimate business interest and right in protecting its Confidential Information (as defined below), business strategies, employee and customer relationships and goodwill, and that the Company would be seriously damaged by the disclosure of Confidential Information and the loss or deterioration of its business strategies, employee and customer relationships and goodwill. Executive acknowledges that Executive is being provided with significant additional consideration (to which Executive is not otherwise entitled), including restricted stock units, to induce Executive to enter into this Agreement. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area. Executive further acknowledges that although Executive's compliance with the covenants contained in Sections 5, 6, 7, 8 and 9 may prevent Executive from earning a livelihood in a business similar to the business of the Company, Executive's experience and capabilities are such that Executive has other opportunities to earn a livelihood and adequate means of support for Executive and Executive's dependents.

6.Nondisclosure of Confidential Information.
(a)Executive acknowledges that Executive is and shall become familiar with the Company's Confidential Information (as defined below), including trade secrets, and that Executive's services are of special, unique and extraordinary value to the Company. Executive acknowledges that the Confidential Information obtained by Executive while employed by the Company is the property of the Company. Therefore, Executive agrees
9


that Executive shall not disclose to any unauthorized Person or use for Executive's own purposes any Confidential Information without the prior written consent of the Company, unless and to the extent that the aforementioned matters become generally known to and available for use by the public other than as a result of Executive's acts or omissions in violation of this Agreement; provided, however, that if Executive receives a request to disclose Confidential Information pursuant to a deposition, interrogatory, request for information or documents in legal proceedings, subpoena, civil investigative demand, governmental or regulatory process or similar process, to the extent permitted by law, (i) Executive shall promptly notify in writing the Company, and consult with and assist the Company in seeking a protective order or request for other appropriate remedy, (ii) in the event that such protective order or remedy is not obtained, or if the Company waives compliance with the terms hereof, Executive shall disclose only that portion of the Confidential Information which, in the written opinion of Executive's legal counsel, is legally required to be disclosed and shall exercise reasonable best efforts to provide that the receiving Person shall agree to treat such Confidential Information as confidential to the extent possible (and permitted under applicable law) in respect of the applicable proceeding or process and (iii) the Company shall be given an opportunity to review the Confidential Information prior to disclosure thereof. Pursuant to 18 U.S.C. 1833(b), Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Company or its subsidiaries or Affiliates that (A) is made (x) in confidence to a federal, state, or local government official, either directly or indirectly, or to Executive's attorney and (y) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 U.S.C. 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section.
(b)For purposes of this Agreement, "Confidential Information" means information, observations and data concerning the business or affairs of the Company, including, without limitation, all business information (whether or not in written form) which relates to the Company, or its customers, suppliers or contractors or any other third patties in respect of which the Company has a business relationship or owes a duty of confidentiality, or their respective businesses or products, and which is not known to the public generally other than as a result of Executive's breach of this Agreement, including but not limited to: technical information or reports; formulas; trade secrets; unwritten knowledge and "know-how"; operating instructions; training manuals; customer lists; customer buying records and habits; product sales records and documents, and product development, marketing and sales strategies; market surveys; marketing plans; profitability analyses; product cost; long-range plans; information relating to pricing, competitive strategies and new product development; information relating to any forms of compensation or other personnel-related information; contracts; and supplier lists. IMAGE_7B.JPG Confidential Information will not include such information known to Executive prior to Executive' s involvement with the Company or information rightfully obtained from a third party (other than pursuant to a breach by Executive of this Agreement).
10


Without limiting the foregoing, Executive agrees to keep confidential the existence of, and any information IMAGE_4.JPG concerning, any dispute between Executive and the Company, except that Executive may disclose information concerning such dispute to Executive's immediate family, to the court that is considering such dispute or to Executive's legal counsel and other professional advisors (provided that such counsel and other advisors agree not to disclose any such information other than as necessary to the prosecution or defense of such dispute).
(c)Executive further agrees that Executive will not improperly use or disclose any confidential information or trade secrets, if any, of any former employers or any other Person to whom Executive has an obligation of confidentiality, and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other Person to whom Executive has an obligation of confidentiality unless consented to in writing by the former employer or other Person.
7.Return of Property. Executive acknowledges that all notes, memoranda, specifications, devices, formulas, records, files, lists, drawings, documents, models, equipment, property, computer, software or intellectual property relating to the businesses of the Company, in whatever form (including electronic), and all copies thereof, that are received or created by Executive while an employee of the Company or its subsidiaries or Affiliates (including but not limited to Confidential Information and Inventions (as defined below)) are and shall remain the property of the Company, and Executive shall immediately return such property to the Company upon the termination of Executive's employment and, in any event, at the Company's request. Executive further agrees that any property situated on the premises of, and owned by, the Company, including USB drives, hard drives, and other storage media, filing cabinets or other work areas, is subject to inspection by the Company' s personnel at any time with or without notice.
8.Intellectual Property Rights.
(a)Executive agrees that the results and proceeds of Executive's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and
11


proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention.
(b)Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 shall continue beyond the termination of Executive's employment with the Company.
(c)Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.
9.Nondisparagement. Executive shall not, whether in writing or orally, malign, denigrate or disparage the Company or its predecessors and successors, or any of the current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, with respect to any of their respective past or present activities, or otherwise publish (whether in writing or orally) statements that tend to portray any of the aforementioned parties in an unfavorable light; provided that nothing herein shall or shall be deemed to prevent or impair Executive from, in the course of and consistent with Executive's
12


duties for the Company, making public comments which include good faith, candid discussions, or acknowledgements regarding the Company's performance or business, or discussing other officers, directors, and employees in connection with normal performance evaluations, or otherwise testifying truthfully in any legal or administrative proceeding where such testimony is compelled, or requested or from otherwise complying with legal requirements.
10.Notification of Subsequent Employer. Executive hereby agrees that prior to accepting employment with, or agreeing to provide services to, any other Person during any period during which Executive remains subject to any of the covenants set forth in Section 5, Executive shall provide such prospective employer with written notice of such provisions of this Agreement, with a copy of such notice delivered simultaneously to the Company.
11.Remedies and Injunctive Relief. Executive acknowledges that a violation by Executive of any of the covenants contained in Section 5, 6, 7, 8 or 9 would cause irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law (including the payment of damages) would be inadequate. Accordingly, Executive agrees that, notwithstanding any provision of this Agreement to the contrary, the Company shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief (including temporary restraining orders, preliminary injunctions and/or permanent injunctions) in any court of competent jurisdiction for any actual or threatened breach of any of the covenants set forth in Section 5, 6, 7, 8 or 9 in addition to any other legal or equitable remedies it may have. The preceding sentence shall not be construed as a waiver of the rights that the Company may have for damages under this Agreement or otherwise, and all of the Company's rights shall be unrestricted.
12.Representations of Executive; Advice of Counsel.
    (a)     Executive represents, warrants and covenants that as of the date hereof:
(i)    Executive has the full right, authority and capacity to enter into this Agreement and perform Executive's obligations hereunder,
(ii)    Executive is not bound by any agreement that conflicts with or prevents or restricts the full performance of Executive's duties and obligations to the Company hereunder during or after the Term, and
(iii)    The execution and delivery of this Agreement shall not result in any breach or violation of, or a default under, any existing obligation, commitment or agreement to which Executive is subject.
(b)    Executive represents that, prior to execution of this Agreement, Executive has been advised of Executive's right to consult an attorney of Executive's own selection regarding this Agreement. Executive acknowledges that Executive has entered into this Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Agreement after being given the opportunity to consult with counsel. Executive further represents that in entering into this Agreement, Executive is not relying on any statements or representations made by any of the Company's directors, officers, employees or agents which are not expressly set forth herein, and that Executive is relying only upon Executive's own judgment or any advice provided by Executive's attorney.
13


13.Cooperation. Executive agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation and/or defense of any claims asserted against any of Executive and the Company, its respective Affiliates, their respective predecessors and successors, and all of the respective current or former directors, officers, employees, shareholders, partners, members, agents or representatives of any of the foregoing, which relates to events occurring during Executive's employment with the Company and its Affiliates as to which Executive may have relevant information (including but not limited to furnishing relevant information and materials to the Company or its designee and/or providing testimony at depositions and at trial), provided that with respect to such cooperation occurring following termination of employment, the Company shall reimburse Executive for expenses reasonably incurred in connection therewith, and further provided that any such cooperation occurring after the termination of Executive's employment shall be scheduled to the extent reasonably practicable so as not to unreasonably interfere with Executive's business or personal affairs.
14.Withholding Taxes. The Company may deduct and withhold from any amounts payable under this Agreement such Federal, state, local, non-U.S. or other taxes as are required or permitted to be withheld pursuant to any applicable law or regulation.
15.Assignment.
(a)This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, except for the assignment by will or the laws of descent and distribution of any accrued pecuniary interest of Executive, and any assignment in violation of this Agreement shall be void. The Company may assign this Agreement, and its rights and obligations hereunder, to any of its Affiliates.

(b)This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors and permitted assigns (including, without limitation, successors by merger, consolidation, sale or similar transaction, and, in the event of Executive's death, Executive's estate and heirs in the case of any payments due to Executive hereunder).

(c)Executive acknowledges and agrees that all of Executive's covenants and obligations to the Company, as well as the rights of the Company hereunder, shall run in favor of and shall be enforceable by the Company and its successors and assigns.
16.Protected Rights. Notwithstanding any other provision in this Agreement or any other agreement that Executive may have entered with the Company prior to the date hereof, (collectively, the "Agreements"), nothing contained in any of the Agreements (i) prohibit Executive from reporting to the staff of the Securities and Exchange Commission (the "SEC") possible violations of any law or regulation of the SEC, (ii) prohibit Executive from making other disclosures to the staff of the SEC that are protected under the whistleblower provisions of any federal securities laws or regulations or (iii) limit Executive's right to receive an award for information provided to the SEC staff in accordance with the foregoing. Executive does not
14


need the prior authorizations of the Company to engage in such reports, communications or disclosures and Executive is not required to notify the Company if Executive engages in any such reports, communications or disclosures.
17.Governing Law: No Construction Against Drafter. This Agreement shall be deemed to be made in the State of Delaware, and the validity, interpretation, construction, and performance of this Agreement in all respects shall be governed by the laws of the State of Delaware without regard to its principles of conflicts of law. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.
18.Consent to Jurisdiction: Waiver of Jury Trial.
(a)Except as otherwise specifically provided herein, Executive and the Company each hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of Indiana, Indianapolis Division (or, if subject matter jurisdiction in that court is not available, in any state court located within the State of Indiana) over any dispute arising out of or relating to this Agreement. Except as otherwise specifically provided in this Agreement, the parties undertake not to commence any suit, action or proceeding arising out of or relating to this Agreement in a forum other than a forum described in this Section 18(a); provided, however, that nothing herein shall preclude the Company from bringing any suit, action or proceeding in any other court for the purposes of enforcing the provisions of this Section 18 or enforcing any judgment obtained by the Company.

(b)The agreement of the parties to the forum described in Section 18(a) is independent of the law that may be applied in any suit, action, or proceeding and the parties agree to such forum even if such forum may under applicable law choose to apply non-forum law. The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in an applicable court described in Section 18(a), and the parties agrees that they shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court. The parties agree that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any suit, action or proceeding brought in any applicable court described in Section 18(a) shall be conclusive and binding upon the parties and may be enforced in any other jurisdiction.

(c)The parties hereto irrevocably consent to the service of any and all process in any suit, action or proceeding arising out of or relating to this Agreement by the mailing via certified mail of copies of such process to such party at such party's address specified in Section 23.

(d)Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or
15


proceeding arising out of or relating to this Agreement. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such party would not, in the event of any action, suit or proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other party hereto has been induced to enter into this Agreement by, among other things, the mutual waiver and certifications in this Section 18(d).

(e)Each party shall bear its own costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with any dispute arising out of or relating to this Agreement; provided that, the Company shall reimburse Executive for reasonable attorneys' fees and expenses to the extent that Executive substantially prevails as to a material issue with respect to any matters subject to dispute hereunder.
19.Amendment; No Waiver. No provisions of this Agreement may be amended, modified, waived or discharged except by a written document signed by Executive and a duly authorized officer of the Company (other than Executive). The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party's rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. No failure or delay by either party in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment of any steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.
20.Severability. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party; provided, however, that if any term or provision of Section 5, 6, 7, 8 or 9 is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nonetheless remain in full force and effect to the fullest extent permitted by law; provided further that in the event that any court of competent jurisdiction shall finally hold in a non-appealable judicial determination that any provision of Section 5, 6, 7, 8 or 9 (whether in whole or in part) is void or constitutes an unreasonable restriction against Executive, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such court may determine constitutes a reasonable restriction under the circumstances. Subject to the foregoing, upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
21.Entire Agreement. This Agreement, together with any references herein to the Company's policies and plans as in effect from time to time, constitutes the entire agreement and understanding between the Company and Executive with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between
16


Executive and the Company, relating to such subject matter. None of the parties shall be liable or bound to any other party in any manner by any representations and warranties or covenants relating to such subject matter except as specifically set forth herein. Notwithstanding the foregoing, the Company intends to enter into a separate standard indemnification agreement with Executive.
22.Survival. The rights and obligations of the parties under the provisions of this Agreement shall survive, and remain binding and enforceable, notwithstanding the expiration of the Term, the termination of this Agreement, the termination of Executive's employment hereunder or any settlement of the financial rights and obligations arising from Executive's employment hereunder, to the extent necessary to preserve the intended benefits of such provisions.
23.Notices. All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by electronic image scan (pdf) or sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand, or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service) to the parties at the following addresses or email addresses (or at such other address for a party as shall be specified by like notice):
If to the Company:
        IEA Energy Services, LLC
6325 Digital way
Suite 460
Indianapolis, IN 46278
Attention: Angela Hudgins
Email: Angela.Hudgins@iea.net
If to Executive:
At the most recent address and fax or email in Company personnel records
Notices delivered by facsimile shall have the same legal effect as if such notice had been delivered in person.
24.Headings and References. The headings of this Agreement are inserted for convenience only and neither constitute a part of this Agreement nor affect in any way the meaning or interpretation of this Agreement. When a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated.
25.Counterparts. This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (pdf)), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.
26.Section 409A.
17


(a)For purposes of this Agreement, "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (and such other Treasury or Internal Revenue Service guidance) as in effect from time to time. The parties intend that any amounts payable hereunder that could constitute "deferred compensation" within the meaning of Section 409A will be compliant with Section 409A or exempt from Section 409A. Notwithstanding the foregoing, the Company shall not be liable to, and Executive shall be solely liable and responsible for, any taxes or penalties that may be imposed on such Executive under Section 409A of the Code with respect to Executive's receipt of payments hereunder.
(b)Notwithstanding anything in this Agreement to the contrary, the following special rule shall apply, if and to the extent required by Section 409A, in the event that
(i)Executive is deemed to be a "specified employee" within the meaning of Section 409A(a)(2)(B)(i),
(ii)Amounts or benefits under this Agreement or any other program, plan or arrangement of the Company or a controlled group affiliate thereof are due or payable on account of "separation from service" within the meaning of Treasury Regulations Section 1.409A-1(h), and
(iii)Executive is employed by a public company or a controlled group affiliate thereof:
no payments hereunder that are "deferred compensation" subject to Section 409A shall be made to Executive prior to the date that is six (6) months after the date of Executive's separation from service or, if earlier, Executive's date of death; following any applicable six (6) month delay, all such delayed payments will be paid in a single lump sum on the earliest permissible payment date.
(c)Any payment or benefit due upon a termination of Executive's employment that represents a "deferral of compensation" within the meaning of Section 409A shall commence to be paid or provided to Executive 61 days following a "separation from service" as defined in Treas. Reg. 1.409A-1(h), provided that Executive executes, if required by Section 4(d), the release described therein, within 60 days following Executive's "separation from service." Each payment made under this Agreement (including each separate installment payment in the case of a series of installment payments) shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement shall be deemed not to be a "deferral of compensation" subject to Section 409A to the extent provided in the exceptions in Treasury Regulation 1.409A-1(b)(4) ("short-term deferrals") and (b)(9) ("separation pay plans," including the exception under subparagraph (iii)) and other applicable provisions of Section 409A. For purposes of this Agreement, with respect to payments of any amounts that are considered to be "deferred compensation" subject to Section 409A, references to "termination of employment", "termination", or words and phrases of similar import, shall be deemed to refer to Executive's "separation from service" as defined in Section 409A, and shall be interpreted and applied in a manner that is consistent with the requirements of Section 409A.
18


(d) IMAGE_4.JPG Notwithstanding anything to the contrary in this Agreement, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which Executive's "separation from service" occurs; and provided further that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which Executive's IMAGE_10A.JPG 'separation from service" occurs. To the extent any indemnification payment, expense reimbursement, or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such indemnification payment or expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the indemnification payment or provision of in-kind benefits or expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), and in no event shall any indemnification payment or expenses be reimbursed after the last day of the calendar year following the calendar year in which Executive incurred such indemnification payment or expenses, and in no event shall any right to indemnification payment or reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit. Any tax gross-up payment under this Agreement will be treated as providing for payment at a specified time or on a fixed schedule of payments to the extent that the payment is made by the end of Executive's taxable year next following Executive's taxable year in which Executive remits the related taxes.
27.Section 280G. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and/or benefits provided under this Agreement or any other agreement or arrangement between Executive and the Company or any of its Affiliates (collectively, the "Payments") (a) constitute a "parachute payment" within the meaning of Section 280G ("Section 280G") of the Code, and (b) but for this Section 277 would be subject to the excise tax imposed by Section 4999 of the Code ("Section 4999") or be non-deductible by the payor due to the application of Section 280G, the Payments shall be reduced such that no portion of the Payments retained by Executive shall be subject to excise tax under Section 4999 or be nondeductible by the payor due to the application of Section 280G; provided, however, that such reduction shall only occur if, after taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, such reduction results in Executive's receipt, on an after-tax basis, of a greater amount of Payments, notwithstanding that all or some portion of such Payments may be taxable under Section 4999. For purposes of this Section 27: (A) the determination of whether any reduction in the Payments is required hereunder shall be made at the expense of the Company and by the Company's independent accountants; and (B) in the event that any portion of the Payments is required to be reduced hereunder, then the reduction shall occur in the following order: (i) reduction of the Severance Payments and (ii) forfeiture of any grant or award under the LTIP. Within any of the foregoing categories, a reduction shall occur first with respect to amounts that are not deemed to constitute "deferral of compensation" within the meaning of and subject to Code Section 409A ("Nonqualified Deferred Compensation") and then with respect to amounts that are treated as Nonqualified Deferred Compensation, with such reduction being applied in each case to the payments in the reverse order in which they would otherwise be made (that is, later payments shall be reduced before earlier payments).
19


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
20


IN WITNESS WHEREOF, this Agreement has been duly executed by the parties as of the date first written above.
IEA ENERGY SERVICES, LLC

By: /s/ J.P. Roehm
Name: J.P. Roehm
Title: Chief Executive Officer
Date Signed: June 29, 2021

By: /s/ Erin J. Roth
Name: Erin J. Roth
Title: Executive Vice President, General Counsel and Corporate Secretary
Date Signed: June 29, 2021



SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (this "Agreement") is entered into between Gil Melman ("Employee") and IEA Energy Services, LLC. ("IEA" or the "Company"). Employee and IEA are sometimes collectively referred to as the "Parties". The Parties agree as follows:
1.Separation Date. Employee's employment with IEA will end effective June 22, 2021 (the "Separation Date"). Unless otherwise stated herein, the provisions herein shall supersede the corresponding terms of the Amended and Restated Employment Agreement between the Company and Employee dated November 5, 2020 (the "Employment Agreement") (including such provisions with respect to severance pay).
2.Separation Pay. IEA will pay the following amounts to Employee in full satisfaction of any post-termination compensation and benefits due to Employee under the Employment Agreement:
a.Severance pay in the total gross amount of $761,422 minus tax deductions and withholdings in 12 monthly installments of $63,452, in accordance with the Company's normal payroll practices, commencing on the Company's first normal payroll date immediately following the date is 60 days after the Separation Date. The Company's obligations to Employee in this paragraph shall be contingent upon Employee's reasonable fulfillment of its obligations set forth in Section 14 of this Agreement;
b. IMAGE_1A.JPG IMAGE_2A.JPG Employee's 2021 annual incentive cash bonus earned during 2021 under the 2021 Annual Incentive Compensation Plan in the amount of $180,000, minus tax deductions and withholdings, which amount shall be paid in a lump sum on the Company's first normal payroll date immediately following the date is 60 days after the Separation Date; and IMAGE_3A.JPG
c.     Subject to Employee timely electing to continue group medical, dental and/or vision coverage within the meaning of Section 4980B(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code") with respect to the plan(s) sponsored by the Company (other than a health flexible spending account under a self-insured medical reimbursement plan described in Code Section 125), payment of the amount of the applicable continuation coverage premium as well as an additional amount sufficient to gross up Employee for any amounts Employee would recognize as additional income tax attributable to the payment of the applicable premium, payable on the first day of each month, for the lesser of twelve (12) months or the period of such coverage as determined in accordance with Code Section 4980B (the "COBRA Continuation Period"), which payments shall commence on the first of the month immediately following the date is 60 days after the Separation Date.
d.     Collectively, the amounts in Section (a), (b) and (c) are referred to as the "Separation Pay," and IEA will pay or commence to pay to Employee the
1


Separation Pay as soon as practicable after Employee signs, dates and returns this Agreement and the Revocation Period (as defined herein) has expired without Employee having exercised his/her revocation rights).
The Separation Pay shall be subject to and conditioned upon Employee's signing and not revoking this Agreement and his ongoing compliance with Sections 6 and 10 of this Agreement. Employee further acknowledges that the Separation Payment described above constitutes full and fair consideration for the release of all claims as described in Section 6 of this Agreement, that the Company is not otherwise obligated to make these payments to him/her, and that they are in addition to any other sums to which he/she is otherwise due. Employee also acknowledges that he/she has received all other forms of compensation, of whatever kind, that may be due to him/her.
3.Vesting of Equity Awards under Long-Term Incentive Plan. Provided that Employee satisfies the requirements to receive the Separation Pay as set forth in Section 2 above and otherwise complies with the terms of this Agreement (including Employee's signing and not revoking this Agreement and his ongoing compliance with Sections 6 and 10 of this Agreement), then the Company shall cause (i) all of Employee's time-vesting restricted stock units that were outstanding as of immediately prior to the Separation Date to be deemed fully vested as of the Separation Date and (ii) all of Employee's performance-vesting restricted stock units that were outstanding as of immediately prior to the Separation Date to be deemed vested based on achievement of target performance, as set forth on Exhibit A.
Shares of common stock of Infrastructure and Energy Alternatives, Inc. ("IEA Inc.") issuable upon the vesting of the awards in this Section 3 shall be subject to withholding for federal and state income tax obligations and all the applicable terms and conditions of the Plan and the award agreement.
4.Continuation of Medical. Dental, Vision under COBRA; Termination of 401(k) Participation. Any medical, dental, and vision benefits that Employee has in place under Company plans as of the Separation Date will continue through the last day of the month containing the Separation Date and shall be extended for the COBRA Continuation Period as set forth herein. Continuation coverage information will be sent to Employee as per COBRA notification requirements following the effective date of benefits termination. Employee's active participation in the Company's 401 (k) plan will end as of the Separation Date. The Company or its designee will provide Employee with separate information about Employee's post-separation 401 (k) plan rights.
5.Consideration. Employee agrees and acknowledges that the Separation Pay exceeds the value of any compensation or benefits owed to Employee to which Employee is entitled by law, contract, employment policy or otherwise. Further, Employee agrees that the Separation Pay under Section 2 and the vesting of equity awards as set forth in Section 3 shall be the sole consideration payable hereunder or under the Employment Agreement with respect to Employee's separation from employment. Employee further agrees that he/she has no accrued unused PTO as of the date this Agreement becomes effective (which is that date
2


occurring on the eighth (8th) day after he/she signs this Agreement, provided that he/she does not revoke within the Revocation Period), and further agrees that no payment will be made to Employee under the Company's Paid Time Off Policy or otherwise in connection with accrued and unused paid time off.
6.General Release. Employee releases IEA and the Released Parties (as defined below) from all claims or rights of any kind arising before Employee signs this Agreement. This release of all claims includes, but is not limited to, a release of all claims or rights arising out of or in connection with Employee's employment with IEA or his separation from employment. This
release of all claims also includes a release of any claim or right to further wages, compensation, benefits, divesting of awards under long-term incentive plans, damages, penalties, attorneys' fees, costs, or expenses of any kind from IEA or any of the other Released Parties. This means that Employee is forever giving up and waiving all claims and rights, known or unknown, Employee may have against IEA or any of the other Released Parties based on any conduct that occurred before Employee signs this Agreement. By waiving and giving up such claims, Employee is releasing IEA and the other Released Parties from any liability or obligation for any expenses, damages, losses, attorneys' fees or costs Employee might claim based on, among other things, the following:
a.Title VIl of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, the Older Worker Benefits Protection Act, the Equal Pay Act of 1963, the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the Indiana Civil Rights Act and any other employment discrimination laws, the Employee Retirement Income Security Act, state and federal family, medical leave laws, state and federal whistleblower laws, and any other federal, state or local laws or ordinances;
b.The Employment Agreement;
c.Any company policies, practices, contracts or agreements;
d.The Indiana Wage Payment Act, the Indiana Wage Claims Act, and any policies, practices, laws or agreements governing the payment of wages, commissions or other compensation;
e.Any common law, public policy, contract (whether oral or written, express or implied) or tort law or wrongful termination claim;
f.Any employee benefit plan, other than those benefit plans that Employee has vested rights in as of the Separation Date; and
g.Any laws or agreements that provide for punitive, exemplary or statutory damages or for the payment of attorney fees, costs or expenses.
3


In addition to these claims being released, Employee acknowledges that he/she has not suffered any physical or mental injuries arising out of his/her employment with IEA or his separation from employment, This release does not waive or release any rights Employee has or may have: (i) under this Agreement; (ii) under any laws providing for continuation of health insurance or that by law cannot be waived or released; or (iii) for indemnification under the Indemnification Agreement between Employee and YEA, Inc. dated November 5, 2020 or any other indemnification obligations of IBA, Inc. to the Employee under its Certificate of Incorporation or bylaws, as each may be amended from time to time.
7.Released Parties. The term "Released Parties" includes IBA, Infrastructure and Energy Alternatives, Inc., Ares Management Corporation, Mlll Partners, L.P., Infrastructure and Energy Alternatives, LLC and their respective affiliates and subsidiaries, and their past and present employees, directors, officers, agents, insurers, attorneys, shareholders, managers, members, successors, and representatives of any kind, all of whom are third party beneficiaries of this Agreement and may enforce the provisions hereof applicable to them.
8.Non-Admission; Termination of Relationship. This Agreement shall not be construed as or be deemed to constitute an admission on the part of IEA or any of the other Released Parties, and each of the Released Parties specifically denies any liability, wrongdoing or violation of any law, statute, regulation or policy. Employee agrees not to apply for future employment with IBA, or any of its subsidiaries. Employee acknowledges that neither IEA nor any of its affiliates or successors have any obligation, contractual or otherwise, to rehire, reemploy, recall, or hire Employee in the future.
9.Confidentialitv. Employee agrees to keep the terms of this Agreement completely confidential, and, except as required by law or as provided herein, Employee will not disclose any information concerning this Agreement, including but not limited to the Separation Pay, to anyone other than Employee's attorneys, spouse and tax advisors, each of whom Employee will inform of and who will be bound by this confidentiality clause. Infrastructure and Energy Alternatives, Inc. will file a current report on Form 8-K announcing the separation. Nothing in this confidentiality statement prohibits Employee from reporting possible violations of federal, state, or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures (including but not limited to providing documents or other information ) that are protected under the whistleblower provisions of federal law or regulation. Employee does not need the prior authorization of IEA to make any such reports or disclosures, and Employee is not required to notify IEA that he/she has made such reports or disclosures. Employee is also not limited in his/her right to receive an award for information provided to any government agency or entity.
As provided by federal law (18 U.S.C. { 1833), Employee understands that he/she will not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret that is made by him/her: (a) in confidence to a federal, state, or local govemment official, either directly or indirectly, or to an attorney, and solely for the purpose
4


of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed by Employee in a lawsuit or other proceeding, on the condition that such filing is made under seal.
10.Prior Agreements. Employee acknowledges that Employee is subject to certain ongoing obligations after termination of the Employment Agreement. Specifically, and as a condition to the receipt of benefits under this Agreement, Employee reaffirms and agrees to abide by Sections 5, 6, 7, 8, 9, 10, 11 and 14 of the Employment Agreement. These obligations are irrevocable, notwithstanding the revocation rights as set forth in Section 20, below.
11.Severability. Employee understands, and it is his/her intent, that in the event this Agreement is ever held to be invalid or unenforceable (in whole or in part) as to any particular type of claim or charge or as to any particular circumstances, it shall remain fully valid and enforceable as to all other claims, charges, and circumstances.
12.Exclusions from Release. Employee understand that his/her release of all claims under this Agreement do not include any rights or claims that may arise after the date this Agreement becomes effective (which is that date occurring on the eighth (8 th) day after he/she signs this Agreement, provided that he/she does not revoke within the Revocation Period).
Employee understands that he/she does not waive future claims. Also, nothing in this Agreement (including the confidentiality provision above) prevents Employee from filing a charge with the Equal Employment Opportunity Commission ("EEOC"), otherwise cooperating with or providing information to the EEOC or from providing truthful information when testifying under oath or where there is a legal duty to provide truthful information. However, this Agreement does prohibit Employee from obtaining any personal or monetary relief for himself/herself based on such a charge or based on Employee providing information to or cooperating with the EEOC to the fullest extent provided by law. Employee acknowledges that he/she has the right to file a charge alleging a violation of the ADEA with any administrative agency and/or to challenge the validity of the waiver and release of any claim he/she might have under the ADEA without either: (a) repaying to IEA the amounts paid by it to him/her or on his/her behalf under this Agreement; or (b) paying to IEA any other monetary amounts (such as attorney's fees and/or damages).
13. IMAGE_1A.JPG Return of Information and Equipment. Employee agrees that the Companyowned vehicle that is in his/her possession, custody, or control will be delivered or made available for delivery to IBA as • of the Separation Date. Employee further represents and warrants that Employee (a) has returned to IEA all documents or other tangible and intangible information or materials of IEA and the Released Parties (regardless of how stored or maintained) used, prepared or collected by Employee as part of Employee's employment with LEA (cumulatively, "1EA Information"), whether or not IEA Information constitutes confidential information, including all copies thereof and (b) Employee has irretrievably deleted any IEA Information in electronic format possessed or accessible by Employee on any personal computers, smart phones, data storage devices, mobile devices,
5


cloud based data storage, or internet based e-mail system, such as gmail or yahoo mail, unless otherwise instructed in writing by IEA. This includes ceasing to represent IEA on any social media or job posting platforms. These obligations are irrevocable, notwithstanding the revocation rights as set forth in Section 20 below.
14.Cooperation with Company After Separation Date. If requested by the Company during the first six-month period following the Separation Date, Employee agrees to provide timely and satisfactory assistance not to exceed three (3) hours per week in regard to the transition of business matters or issues that arise within Employee's areas of responsibility. Employee agrees to respond in a timely and effective manner to questions that he/she may receive from the Company with regard to any matters within his/her knowledge or areas of responsibility during his/her employment with the Company, and he/she acknowledges that such assistance may be desired by the Company with regard to transition or other ongoing matters. Employee agrees to fully and timely cooperate with the Companys requests for such assistance.
15.Entire Agreement. This Agreement (and the ongoing obligations in the Employment Agreement listed in Section 10 of this Agreement) contains the entire agreement between Employee and IEA relating to the separation Employee's employment, and Employee may not rely on any prior agreements or discussions. Employee agrees and understands that this Agreement does not replace or limit any confidentiality or non-compete agreements or obligations Employee was subject to while an IEA employee or reduce Employee's obligations to comply with applicable laws relating to trade secrets, confidential information or unfair competition.
16.Counterparts/Copies. Multiple counterparts of this Agreement may be signed by the Parties, each of which shall be an original, but all of which together shall constitute one and
the same agreement. Facsimile or scanned executions of this Agreement shall have the same force and effect as an original.
17. Letter of Reference/Reference Requests. Employee agrees that in the event that he desires an employment reference from IEA, or on each occasion when he is asked by a prospective employer for a reference from IEA, he will direct the prospective employer to call John Paul Roehm at IEA for that purpose. IEA agrees to instruct all IEA employees who are knowledgeable about this Agreement to not make any negative or disparaging remarks to any other person and/or entity about Employee, and further agrees that it will not authorize any of its board members, officers, employees, or agents to make any negative or disparaging remarks to any other person and/or entity about Employee. Nothing herein shall or shall be deemed to prevent or impair IEA employees from testifying truthfully in any legal or administrative proceeding where such testimony is compelled or requested or from otherwise complying with legal requirements.
18.Defense and Indemnification. IEA agrees to honor its current indemnification obligations to Employee. Nothing in this Section 18 shall be deemed to increase or modify IBA's current indemnity obligations to Employee as of the date hereof.
6


19.Binding and Successors. The Parties agree that this Agreement shall be binding on, and inure to the benefit of, Employee's and IEA's successors, heirs, and/or assigns whether by merger, consolidation, or transfer of all or substantially all assets.
20.Right to Consider Agreement Before Signing. By signing this Agreement in the space provided below, Employee is confirming his/her acceptance of the terms and conditions set forth herein and is acknowledging the following:
a.The obligations as set out in this Agreement represent a complete waiver and release of all rights and claims that Employee has or may have against the Released Parties. Accordingly, Employee has reviewed it carefully before signing it.
b.Employee can take up to twenty-one (21) days from his/her receipt of this Agreement (the "Consideration Period") to consider its meaning and effect and to determine whether or not he/she wishes to enter into it. Before signing this Agreement, Employee is advised to consult with an attorney. If Employee chooses to sign this Agreement before the end of the Consideration Period, he/she is doing so voluntarily. The parties agree that changes to this Agreement, whether material or immaterial, do not restart the running of the Consideration Period.
c.     In addition, Employee may revoke his/her signature within seven (7) days after signing this Agreement (the "Revocation Period"). Any revocation of this Agreement must be in writing.
d.     Once this Agreement is signed by Employee, he/she will deliver it, and later will deliver any notice of his/her desire to revoke his/her signature, to:
Angela Hudgins
SVP Human Resources
6325 Digital Way, Suite 460
Indianapolis, IN 46278
Email: Angela.Hudgins@iea.net
e.    If Employee fails to sign this Agreement within the Consideration Period, or he/she signs but exercises his/her right to revoke within the Revocation Period, his/her right to receive the Separation Pay will not vest and will not become due and owing to Employee, the vesting of equity provided for in Section 3 will not occur, and the offers represented by this Agreement shall be considered withdrawn.
f.     By signing this Agreement, Employee acknowledges that Employee has had a reasonable period of time to consider the terms, understands the terms, and intends to be bound by them.
21.Withholding of Taxes and Other Employee Deductions. The Company may withhold from any payments made pursuant to this Agreement all federal, state, local, and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling. Employee shall satisfy all of his/her tax obligations arising from his/her
7


receipt of the consideration and benefits set forth herein and shall indemnify and hold hannless the Company for any costs, expenses or liabilities arising from his/her failure to do so. The Company shall satisfy all of its tax obligations arising out of this Agreement, including its obligation to remit to the U.S. IMAGE_7A.JPG Treasury; (i) all amounts withheld from the Separation Pay; and (ii) the amounts that the Company has agreed to remit as described in Section 3 above; the Company shall indemnify and hold harmless Employee for any costs, expenses or liabilities arising from its failure to do so.
22.Section 409A. Neither this Agreement nor the payments provided hereunder are intended to constitute "deferred compensation" subject to the requirements of Section 409A of the Code and the Treasury regulations and interpretive guidance issued thereunder (collectively, "Section 409A"), and this Agreement shall be construed and administered in accordance with such intent. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Notwithstanding the foregoing, the Company makes no representations that this Agreement or the payments provided under this Agreement complies with or is exempt from the requirements of Section 409A and in no event shall the Company or any of its affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Employee on account of noncompliance with Section 409A.
23.Date given to Employee:
July 13, 2021
[Signatures on following page.]











8


Agreed:
/s/ Gil Melman            July 15, 2021
Employee – Gil Melman        Date


IEA Energy Services, LLC
/s/ J.P. Roehm                
By:
J.P. Roehm                July 15, 2021
Printed Name:                Date


9


Exhibit A

Date of Grant
Number of Restricted Stock Units Outstanding as of
Separation Date that will vest upon the end of the
Revocation Period (subject to nonrevocation of the Agreement)
1/7/2019 RSU
10,000
6/3/2019 RSU
21,428
3/26/2020 RSU
22,857
3/26/2020 PSU
39,292
5/17/2021 PSU
15,241
5/17/21 RSU
10,161






























10

Exhibit 31.1
CERTIFICATION PURSUANT TO
Section 302 of the Sarbanes-Oxley Act of 2002

I, John Paul Roehm, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Infrastructure and Energy Alternatives, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



   
Dated: July 28, 2021 By: /s/ John Paul Roehm
Name: John Paul Roehm
Title:   Chief Executive Officer

Exhibit 31.2
CERTIFICATION PURSUANT TO
Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter Moerbeek, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Infrastructure and Energy Alternatives, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
   
  INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
   
Dated: July 28, 2021 By: /s/ Peter J. Moerbeek
  Name: Peter J. Moerbeek
  Title:   Chief Financial Officer

Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Infrastructure and Energy Alternatives, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

    (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
   
Dated: July 28, 2021 By: /s/ John Paul Roehm
Name: John Paul Roehm
Title:   Chief Executive Officer



Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Infrastructure and Energy Alternatives, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to such officer's knowledge:

    (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
   
Dated: July 28, 2021 By: /s/ Peter J. Moerbeek
  Name: Peter J. Moerbeek
  Title:   Chief Financial Officer