NT 10-Q 1 nt-filing10q1stqtr2019.htm NT 10-Q Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 12b-25
NOTIFICATION OF LATE FILING

(Check One)    ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K ý Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR


For Period Ended:     March 31, 2019

¨    Transition Report on Form 10-K
¨    Transition Report on Form 20-F
¨    Transition Report on Form 11-K
¨    Transition Report on Form 10-Q
¨    Transition Report on Form N-SAR

For the Transition Period Ended:    _____________________________________________________

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which notification relates:

_____________________________________________________________________________________

PART I - REGISTRANT INFORMATION

Infrastructure and Energy Alternatives, Inc.
Full Name of Registrant
 
Former Name if Applicable
 
6325 Digital Way, Suite 460
Address of Principal Executive Office (Street and Number)
 
Indianapolis, Indiana 46278
City, State and Zip Code





PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
As of March 31, 2019, the Company was potentially not in compliance with the covenant in the Credit Agreement that requires the Company to have a specified first lien net leverage ratio for the 12 months ended March 31, 2019. The Company is currently in the final stages of negotiations with its lenders under its Second Amended and Restated Credit and Guarantee Agreement, dated as of September 25, 2018, as amended (the “Credit Agreement”) and with respect to an equity commitment from investors (the “Equity Commitment”) in part as a solution to any potential non-compliance under the Credit Agreement. The Company would use proceeds from the Equity Commitment to increase its working capital and reduce leverage. There can be no assurance that the Company will finalize the amendment to the Credit Agreement or the Equity Commitment or obtain equity financing on commercially reasonable terms.

The outcome of this negotiation and evaluation will impact the Company’s financial statements and discussion of its liquidity and capital resources in the Form 10-Q. As a result, the Company requires additional time to finalize the financial statements and related disclosures that will be included in the Form 10-Q.





PART IV- OTHER INFORMATION

 
Name and telephone number of person to contact in regard to this notification
 
 
 
 
(1)
Gil Melman
765
828-3513
 
(Name)
(Area Code)
(Telephone Number)
 
 
 
 
 
 
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
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YES
¨
NO
 
 
 
 
 
 
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Company to confirm.
¨
YES
ý
NO
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “believes,” “intends,” “anticipates,” “plans,” “expects” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements regarding the expectations about the Company’s results and the timing of the filing of its Quarterly Report on Form 10-Q for the three months ended March 31, 2019. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, those risks and uncertainties described in the sections entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the investors page of the Company’s website at www.iea.net and on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The Company disclaims any obligation to update or correct any forward-looking statements made herein due to the occurrence of events after the issuance of this report except as required under federal securities laws.




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.
 
Dated: May 13, 2019
 
 
 
 
INFRASTRUCTURE AND ENERGY ALTERNATIVES, INC.
 
 
 
By:
/s/ Andrew D. Layman
 
Name: Andrew D. Layman
 
Title:   Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).