Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 10, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | FTE Networks, Inc. | ||
Entity Central Index Key | 1,122,063 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 30,859,273 | ||
Entity Common Stock, Shares Outstanding | 6,281,630 | ||
Trading Symbol | FTNW | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 15,642 | $ 1,412 |
Accounts receivable, net | 62,199 | 7,020 |
Costs and estimated earnings in excess of billings on uncompleted contract | 11,226 | |
Other current assets | 7,256 | 2,833 |
Total Current Assets | 96,323 | 11,265 |
Property and equipment, net | 7,955 | 3,467 |
Intangible assets, net | 27,696 | |
Goodwill | 35,672 | |
Total Assets | 167,647 | 14,732 |
Current Liabilities: | ||
Accounts payable | 35,135 | 2,357 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 30,304 | |
Due to related parties | 100 | |
Accrued expenses and other current liabilities | 9,973 | 3,202 |
Notes payable, current portion, net of original issue discount and deferred financing costs | (10,488) | (3,444) |
Notes payable, related parties, current | 8,526 | 791 |
Warrant derivative liability | 594 | |
Total Current Liabilities | 94,426 | 10,488 |
Notes payable, non-current portion | 1,955 | 6,530 |
Notes payable, related parties, non-current, net of debt discount | 38,530 | |
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | 24,143 | 7,576 |
Deferred tax liability | 560 | |
Total Liabilities | 159,614 | 24,596 |
Temporary Equity: | ||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and -0- and 444,475 shares issued and outstanding at December 31, 2017 and 2016, respectively | 437 | |
Total Temporary Equity | 437 | |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Common stock value | 6 | 3 |
Additional paid-in capital | 49,381 | 11,575 |
Shares to be issued | 625 | |
Subscriptions receivable | (3,675) | (2,829) |
Accumulated (deficit) earnings | (38,304) | (19,050) |
Total Stockholders' Equity (Deficit) | 8,033 | (10,301) |
Total Liabilities and Stockholders' Equity (Deficit) | 167,647 | 14,732 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Series A-1 Convertible Preferred Shares [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Total Stockholders' Equity (Deficit) | ||
Series G Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Temporary Equity [Member] | Common Stock [Member] | ||
Temporary Equity: | ||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and -0- and 444,475 shares issued and outstanding at December 31, 2017 and 2016, respectively | 437 | |
Predecessor [Member] | ||
Current Assets: | ||
Cash and cash equivalents | 4,753 | |
Accounts receivable, net | 51,701 | |
Costs and estimated earnings in excess of billings on uncompleted contract | 9,759 | |
Other current assets | 3,174 | |
Total Current Assets | 69,387 | |
Property and equipment, net | 23 | |
Intangible assets, net | ||
Goodwill | ||
Total Assets | 69,410 | |
Current Liabilities: | ||
Accounts payable | 50,714 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 5,043 | |
Due to related parties | ||
Accrued expenses and other current liabilities | 5,700 | |
Notes payable, current portion, net of original issue discount and deferred financing costs | ||
Notes payable, related parties, current | ||
Warrant derivative liability | ||
Total Current Liabilities | 61,457 | |
Notes payable, non-current portion | ||
Notes payable, related parties, non-current, net of debt discount | ||
Senior note payable, non-current portion, net of original issue discount and deferred financing costs | ||
Deferred tax liability | ||
Total Liabilities | 61,457 | |
Temporary Equity: | ||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and -0- and 444,475 shares issued and outstanding at December 31, 2017 and 2016, respectively | ||
Total Temporary Equity | ||
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Common stock value | 10 | |
Additional paid-in capital | ||
Shares to be issued | ||
Subscriptions receivable | ||
Accumulated (deficit) earnings | 7,943 | |
Total Stockholders' Equity (Deficit) | 7,953 | |
Total Liabilities and Stockholders' Equity (Deficit) | 69,410 | |
Predecessor [Member] | Series A Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Predecessor [Member] | Series A-1 Convertible Preferred Shares [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Predecessor [Member] | Series D Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Predecessor [Member] | Series G Convertible Preferred Stock [Member] | ||
Stockholders' Equity (Deficit): | ||
Preferred stock; $0.01 par value, 5,000,000 shares authorized: | ||
Predecessor [Member] | Temporary Equity [Member] | Common Stock [Member] | ||
Temporary Equity: | ||
Common stock; $0.001 par value, subject to put provision, 8,000,000 shares authorized and -0- and 444,475 shares issued and outstanding at December 31, 2017 and 2016, respectively |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par or stated value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 8,000,000 | 8,000,000 |
Common stock, shares issued | 5,798,281 | 3,120,795 |
Common stock, shares outstanding | 5,798,281 | 3,120,795 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares designated | 4,500 | 4,500 |
Preferred stock, shares issued | 500 | 500 |
Preferred stock, shares outstanding | 500 | 500 |
Preferred stock, liquidation preference per share | $ 1,484,433 | $ 1,484,433 |
Series A-1 Convertible Preferred Shares [Member] | ||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares designated | 1,000 | 1,000 |
Preferred stock, shares issued | 295 | 295 |
Preferred stock, shares outstanding | 295 | 295 |
Preferred stock, liquidation preference per share | $ 914,273 | $ 914,273 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares designated | 80,000 | 80,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series G Convertible Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 |
Preferred stock, shares designated | 1,780 | 1,780 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary Equity [Member] | Common Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 8,000,000 | 8,000,000 |
Temporary equity, shares issued | 0 | 444,475 |
Temporary equity, shares outstanding | 0 | 444,475 |
Predecessor [Member] | ||
Common stock, par or stated value per share | $ 1 | |
Common stock, shares authorized | 10,000 | |
Common stock, shares issued | 10,000 | |
Common stock, shares outstanding | 10,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues, net of discounts | $ 243,409 | $ 12,269 | |
Cost of revenues | 206,394 | 8,848 | |
Gross profit | 37,015 | 3,421 | |
Operating expenses | |||
Compensation expense -selling general and administrative | 19,413 | 2,313 | |
Selling, general and administrative expenses | 13,477 | 1,736 | |
Amortization of intangible assets | 2,597 | ||
Travel expense | 606 | 319 | |
Occupancy costs | 851 | 745 | |
Loss on sale of asset | 31 | 484 | |
Transaction expenses | 1,666 | 226 | |
Total operating expenses | 38,641 | 5,823 | |
Operating income (loss) | (1,626) | (2,402) | |
Other expenses | |||
Interest expense | (5,819) | (2,272) | |
Amortization of deferred financing costs and debt discount | (6,349) | (725) | |
Change in warrant fair market valuation | (65) | ||
Other (expense) income, net | (123) | ||
Incentive expenses | (35) | ||
Extinguishment loss | (314) | ||
Financing costs | (5,552) | (422) | |
Total other expenses, net | (17,843) | (3,833) | |
(Loss) income before provision for income taxes | (194,769) | (6,235) | |
Provision for income taxes | 560 | ||
Net (loss) income | (20,029) | (6,235) | |
Preferred stock dividends | (80) | (79) | |
Net (loss) income attributable to common shareholders | $ (20,109) | $ (6,314) | |
Loss per common share: | |||
Basic and diluted | $ (4.23) | $ (0.10) | |
Weighted average number of common shares outstanding | |||
Basic and diluted | 4,748,563 | 2,590,806 | |
Predecessor [Member] | |||
Revenues, net of discounts | $ 42,089 | $ 386,923 | |
Cost of revenues | 33,789 | 322,641 | |
Gross profit | 8,300 | 64,282 | |
Operating expenses | |||
Compensation expense -selling general and administrative | 5,671 | 26,144 | |
Selling, general and administrative expenses | 2,009 | 20,748 | |
Amortization of intangible assets | |||
Travel expense | 22 | ||
Occupancy costs | 160 | ||
Loss on sale of asset | |||
Transaction expenses | |||
Total operating expenses | 7,862 | 46,892 | |
Operating income (loss) | 438 | 17,391 | |
Other expenses | |||
Interest expense | |||
Amortization of deferred financing costs and debt discount | |||
Change in warrant fair market valuation | |||
Other (expense) income, net | 56 | 174 | |
Incentive expenses | |||
Extinguishment loss | |||
Financing costs | |||
Total other expenses, net | 56 | 174 | |
(Loss) income before provision for income taxes | 494 | 17,565 | |
Provision for income taxes | 240 | 1,316 | |
Net (loss) income | 254 | 16,249 | |
Preferred stock dividends | |||
Net (loss) income attributable to common shareholders | $ 254 | $ 16,249 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Paid in Capital [Member] | Subscription Receivable [Member] | Shares to be Issued [Member] | Accumulated Deficit [Member] | Total | |
Balance at Dec. 31, 2015 | [1] | $ 24,000 | $ 3,055,000 | $ (205,000) | $ (12,816,000) | $ (9,942,000) | ||
Balance, shares at Dec. 31, 2015 | [1] | 2,357,113 | 93,245 | |||||
Stock Incentive to Investors | $ 3,000 | 962,000 | (930,000) | 35,000 | ||||
Stock Incentive to Investors, shares | 285,644 | |||||||
Common Shares Issued to Employees | 2,589,000 | (2,569,000) | 20,000 | |||||
Common Shares Issued to Settle Debt | 1,798,000 | 1,798,000 | ||||||
Common Shares Issued to Consultant | 446,000 | 446,000 | ||||||
Common Shares issued for Equity Raise | 2,628,000 | 2,628,000 | ||||||
Series F adjustment to transfer agent records | ||||||||
Series F adjustment to transfer agent records, shares | 48,270 | |||||||
Series F issued to directors and employees for compensation | 150,000 | 152,000 | ||||||
Conversion of Series D to Common Stock | $ (18,000) | 16,000 | ||||||
Conversion of Series D to Common Stock, shares | (1,830,759) | |||||||
Conversion of Series F to Common Stock | $ (11,000) | 10,000 | ||||||
Conversion of Series F to Common Stock, shares | (1,090,514) | |||||||
Repayment of Subscription Receivable | 875,000 | 875,000 | ||||||
Accrued Dividends - Preferred Stock | (79,000) | (79,000) | ||||||
Common shares issued to settle legal matter | 146,000 | |||||||
Net Loss | (6,235,000) | |||||||
Balance at Dec. 31, 2016 | $ 3,000 | 11,575,000 | (2,829,000) | (19,050,000) | (10,301,000) | |||
Balance, shares at Dec. 31, 2016 | 795 | 3,120,795 | ||||||
Balance at Dec. 31, 2016 | $ 3,000 | 11,575,000 | (2,829,000) | (19,050,000) | (10,301,000) | |||
Balance, shares at Dec. 31, 2016 | 795 | 3,120,795 | ||||||
Common Shares Issued to Employees | 3,862,000 | (3,044,000) | $ 818,000 | |||||
Common Shares Issued to Employees, shares | 167,206 | |||||||
Common Shares Issued to Settle Debt | $ 1,000 | 3,551,000 | $ 3,552,000 | |||||
Common Shares Issued to Settle Debt, shares | 371,234 | |||||||
Common Shares Issued to Consultant | 1,682,000 | $ 1,682,000 | ||||||
Common Shares Issued to Consultant, shares | 119,525 | |||||||
Common Shares issued for Equity Raise | $ 3,552,000 | $ 27,000 | ||||||
Common Shares issued for Equity Raise, shares | 371,234 | |||||||
Accrued Dividends - Preferred Stock | (80,000) | $ (80,000) | ||||||
Adjustment adoption of ASU 2017-11 (1) | [2] | 775,000 | 775,000 | |||||
Common Shares sold to investors | 2,702,000 | 625,000 | 26,000 | |||||
Common Shares sold to investors, shares | 221,511 | |||||||
Common Shares Issued to Board fee | 75,000 | 75,000 | ||||||
Common Shares Issued to Board fee, shares | 6,800 | |||||||
Common Shares Issued to Senior Lender | 5,649,000 | $ 5,649,000 | ||||||
Common Shares Issued to Senior Lender, shares | 256,801 | |||||||
Common shares issued to settle legal matter | 125,000 | |||||||
Common shares issued to settle legal matter, shares | 9,181 | |||||||
Common Shares Issued to Benchmark sellers | $ 1,000 | 21,657,000 | $ 21,658,000 | |||||
Common Shares Issued to Benchmark sellers, shares | 1,069,538 | |||||||
Common shares issue to investor relations firm | 183,000 | $ 183,000 | ||||||
Common shares issue to investor relations firm, shares | 10,951 | |||||||
Reclassification from Temporary Equity | $ 1,000 | 437,000 | $ 438,000 | |||||
Reclassification from Temporary Equity, shares | 444,275 | |||||||
Share- based compensation | 108,000 | 1,573,000 | $ 1,681,000 | |||||
Shares to be issued | (2,511,000) | 625,000 | 865,000 | |||||
Warrants issued in connection with additional borrowings senior debt, net of debt issuance costs | 366,000 | 366,000 | ||||||
Net Loss | (20,029,000) | (20,029,000) | ||||||
Balance at Dec. 31, 2017 | $ 6,000 | $ 49,381,000 | $ (3,675,000) | $ 625,000 | $ (38,304,000) | $ 8,033,000 | ||
Balance, shares at Dec. 31, 2017 | 795 | 5,798,281 | ||||||
[1] | Includes adjustment for the transfer agent shares effected for the 1 for 25 reverse split on November 11, 2017. | |||||||
[2] | The Company elected to adopt Accounting Standard Update 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January1, 2017 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | Nov. 11, 2017 | Nov. 06, 2017 | Dec. 31, 2017 | Jan. 02, 2017 | Dec. 31, 2016 |
Reverse stock split | 1 for 25 reverse split | 25-for-1 reverse stock split | |||
Accumulated deficit | $ (38,304) | $ (775) | $ (19,050) | ||
ASU 2017-11 [Member] | |||||
Accumulated deficit | $ (775) | $ 775 |
Predecessor Statements of Stock
Predecessor Statements of Stockholders' Equity - Predecessor [Member] - USD ($) $ in Thousands | Common Stock [Member] | Accumulated Deficit [Member] | Stockholders' Equity Total [Member] |
Balance at Dec. 31, 2015 | $ 10 | $ 7,924 | $ 7,934 |
Distribution to Stockholders | (16,230) | (16,230) | |
Net Loss | 16,249 | 16,249 | |
Balance at Dec. 31, 2016 | 10 | 7,943 | 7,953 |
Distribution to Stockholders | (5,349) | (5,349) | |
Net Loss | 203 | 203 | |
Balance at Apr. 20, 2017 | 10 | 2,797 | 2,807 |
Balance at Dec. 31, 2016 | $ 10 | $ 7,943 | $ 7,953 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (20,029) | $ (6,235) | |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities: | |||
Amortization of deferred financing costs | 2,843 | 725 | |
Change in warrant valuation | 65 | ||
Provision for bad debts | 551 | 30 | |
Extinguishment loss | 314 | ||
Late fee on senior debt | 541 | ||
Debt financing expense | 531 | ||
Share-based compensation | 1,681 | 618 | |
Depreciation | 870 | 516 | |
Amortization of intangible assets | 2,597 | ||
Amortization of original issue discount | 5,167 | 219 | |
Payment in kind interest-debt | 934 | 330 | |
Payment in kind interest related party | 1,310 | ||
Stock incentive expense to investors | 0 | 35 | |
Loss on sale of asset | 31 | 484 | |
Benefit from deferred income taxes | (599) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (41,106) | (5,603) | |
Other current assets | 5,888 | (786) | |
Accounts payable and accrued liabilities | 17,463 | (1,809) | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 19,078 | ||
Net cash provided by (used in) operating activities | 4,130 | (11,580) | |
Cash flows from investing activities: | |||
Net cash paid for Benchmark Builders, Inc. acquisition (Note 3) | (14,834) | ||
Purchase of property and equipment | (5,208) | (848) | |
Restricted cash account | 3,003 | ||
Net cash (used in) provided by investing activities | (20,042) | 2,155 | |
Cash flows from financing activities: | |||
Proceeds from issuance of notes payable, gross | 12,158 | 8,281 | |
Payments on notes payable | (5,342) | (570) | |
Proceeds from issuance of senior debt payable, gross | 13,210 | ||
Series C notes consideration for Benchmark acquisition | 7,500 | ||
Payments on notes payable - related parties | (112) | (146) | |
Proceeds from notes payable-related parties | 504 | ||
Proceeds from repayment of subscriptions receivable | 0 | 875 | |
Proceeds from sale of common stock | 3,338 | 2,628 | |
Distributions to stockholders | |||
Payment of deferred financing costs | (610) | (940) | |
Net cash provided by (used in) financing activities | 30,142 | 10,632 | |
Net change in cash | 14,230 | 1,207 | |
Cash, beginning of period | $ 1,412 | 1,412 | 205 |
Cash, end of period | 15,642 | 1,412 | |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 1,959 | 1,382 | |
Cash paid for income taxes | 2,167 | ||
Noncash investing and financing activities: | |||
Common shares issued to settle legal matter | 146 | ||
Common shares reclassified from Temporary Equity | 437 | ||
Common shares issued for notes payable and other debt | 3,551 | 1,320 | |
Common shares issued for accounts payable | 477 | ||
Common shares issued to senior lender | 5,650 | ||
Common shares issued to Board members | 75 | ||
Issuance of notes payable for the purchase of fixed assets | 590 | ||
Common shares issued to employees under agreement for future services | 3,862 | ||
Common shares issued to consultants for services to be rendered | 1,568 | ||
Common shares issued to investor relation firm for services to be rendered | 182 | ||
Series A, B notes consideration for Benchmark acquisition | 74,245 | ||
Common shares issued as consideration for Benchmark acquisition | 21,658 | ||
Accrued dividends preferred stock | 80 | 79 | |
Predecessor [Member] | |||
Cash flows from operating activities: | |||
Net income (loss) | 254 | 16,249 | |
Adjustments to reconcile net (loss) income to net cash (used in) operating activities: | |||
Amortization of deferred financing costs | |||
Change in warrant valuation | |||
Provision for bad debts | |||
Extinguishment loss | |||
Late fee on senior debt | |||
Debt financing expense | |||
Share-based compensation | |||
Depreciation | 6 | 19 | |
Amortization of intangible assets | |||
Amortization of original issue discount | |||
Payment in kind interest-debt | |||
Payment in kind interest related party | |||
Stock incentive expense to investors | |||
Loss on sale of asset | |||
Benefit from deferred income taxes | |||
Changes in operating assets and liabilities: | |||
Accounts receivable | (37,097) | 11,401 | |
Other current assets | (1,062) | 3,185 | |
Accounts payable and accrued liabilities | (37,752) | (10,032) | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 2,332 | 77,112 | |
Net cash provided by (used in) operating activities | 3,042 | 5,730 | |
Cash flows from investing activities: | |||
Net cash paid for Benchmark Builders, Inc. acquisition (Note 3) | |||
Purchase of property and equipment | (30) | 14 | |
Net cash (used in) provided by investing activities | (30) | 14 | |
Cash flows from financing activities: | |||
Proceeds from issuance of notes payable, gross | |||
Payments on notes payable | |||
Proceeds from issuance of senior debt payable, gross | |||
Series C notes consideration for Benchmark acquisition | |||
Payments on notes payable - related parties | |||
Proceeds from notes payable-related parties | |||
Proceeds from repayment of subscriptions receivable | |||
Proceeds from sale of common stock | |||
Distributions to stockholders | |||
Payment of deferred financing costs | (5,349) | (14,984) | |
Net cash provided by (used in) financing activities | (5,349) | (14,984) | |
Net change in cash | (2,336) | (9,268) | |
Cash, beginning of period | 4,753 | $ 4,753 | 14,021 |
Cash, end of period | 2,416 | 4,753 | |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | |||
Cash paid for income taxes | 1,187 | 1,108 | |
Noncash investing and financing activities: | |||
Common shares issued to settle legal matter | |||
Common shares reclassified from Temporary Equity | |||
Common shares issued for notes payable and other debt | |||
Common shares issued for accounts payable | |||
Common shares issued to senior lender | |||
Common shares issued to Board members | |||
Issuance of notes payable for the purchase of fixed assets | |||
Common shares issued to employees under agreement for future services | |||
Common shares issued to consultants for services to be rendered | |||
Common shares issued to investor relation firm for services to be rendered | |||
Series A, B notes consideration for Benchmark acquisition | |||
Common shares issued as consideration for Benchmark acquisition | |||
Accrued dividends preferred stock |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | NOTE 1. Description of Business and Basis of Presentation Description of Business FTE Networks, Inc. (collectively with its subsidiaries, “FTE” or the “Company” is a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and buildings throughout the United States across a range of industries. The Company’s primary activities include the engineering, building, installation, maintenance and support solutions for state-of-the-art networks and commercial properties and the following services, data center infrastructure, fiber optics, wireless integration, network engineering, internet service provider, general contracting management and general contracting. On April 20, 2017, FTE acquired Benchmark Builders, Inc. (“Benchmark” or “Predecessor”). Benchmark is a full-service general contracting management and general contracting firm in the New York metropolitan area. See Note 3. Acquisitions Basis of Presentation and Consolidation The accompanying consolidated financial statements include all accounts of the Company and its wholly-owned subsidiaries. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) All significant intercompany balances and transactions have been eliminated in consolidation. Segments The Company operates under three segments in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280 “ Segments Reverse stock split On November 6, 2017, the Board approved, without action by the shareholders of the Company, a Certificate of Amendment to the Company’s Certificate of Incorporation to implement a 25-for-1 reverse stock split of the Company’s Common Stock with an effective date of November 6, 2017. On the effective date of the reverse split each 25 shares of issued Common Stock were converted automatically into one share of Common Stock. The number of authorized shares of the Company’s Common Stock was reduced from 200,000,000 shares to 8,000,000 shares. All Common Stock shares and per-share amounts have been retroactively adjusted to give effect to the reverse split. Use of Estimates The preparation of consolidated financial statements in conformity with U. S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Key estimates include: the recognition of revenue and project profit or loss (which the Company defines as project revenue less project costs of revenue, including project-related depreciation), in particular, on construction contracts accounted for under the percentage-of-completion method, for which the recorded amounts require estimates of costs to complete projects, ultimate project profit and the amount of probable contract price adjustments as inputs; allowances for doubtful accounts; estimated fair values of acquired assets; asset lives used in computing depreciation and amortization; share-based compensation; other reserves and accruals; accounting for income taxes. While management believes that such estimates are reasonable when considered in conjunction with the Company’s consolidated financial position and results of operations taken as a whole, actual results could differ materially from those estimates. Reclassifications The Company refinanced its senior debt in which the maturity date was extended to March 31, 2019, as part of the Benchmark acquisition. At the time of filing its Form 10-K for 2016, the Company inadvertently did not reclassify approximately $4,167 of senior debt that had been included in short-term notes. As the debt was refinanced prior to the issuance of its Form 10-K, it should have been presented as long-term. These reclassifications had no effect on previously reported total assets, total liabilities or stockholders’ equity. As Reported As Restated Current Liabilities $ 14,657 $ 10,490 Long Term Liabilities $ 9,939 $ 14,106 Total Liabilities $ 24,596 $ 24,596 |
Summary of Significant Policies
Summary of Significant Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Policies | Note 2. SUMMARY OF SIGNIFICANT POLICIES Revenue and Cost of Goods Sold Recognition The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 605 Revenue Recognition Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined and accepted by the customer. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The majority of fixed-price contracts are completed within one year. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. The Company treats such costs as a cost of contract performance in the period incurred if it is not probable that the costs will be recovered or defers costs and/or recognizes revenue up to the amount of the related cost if it is probable that the contract price will be adjusted and can be reliably estimated. As of December 31, 2017, and 2016, such amounts were not material. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within one year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. For short-term construction contracts which are usually under master service agreements, revenue is recognized once 100% of a contract segment is completed. A contract may have many segments, of which, once a segment is completed, the revenue for the segment is recognized when no further significant performance obligations exists. The network’s construction contracts or segments of contracts typically range from several days to two to four months. Contract costs may be billed as incurred. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, changes in raw materials costs, and final contract settlements may result in revisions to revenue, costs and income and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period such losses are known. The Company also recognizes revenues from fixed-price and modified fixed-price construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimated costs, it is at least reasonably possible that the estimates used will change within the near term. Contract cost of sales include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized. Costs and estimated earnings in excess of billings on uncompleted contracts and Billings in excess of costs and estimated earnings on uncompleted contracts In accordance with normal practice in the construction industry, the Corporation includes asset and liability accounts relating to construction contracts in current assets and liabilities even when such amounts are realizable or payable over a period in excess of one year. For the year ended December 31, 2017, the Company has included retainage payable as part of Billings in excess of costs and estimated earnings on uncompleted contracts. Retainage payable is anticipated to be paid within the next twelve months. The Company has also included any unbilled retention receivable as part of costs and estimated earnings in excess of billings on uncompleted contracts and such amounts are also expected to be billed and collected within the next twelve months. Cash and Cash Equivalents Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. The Company considers cash in banks and holdings of highly liquid investments with original maturities of three months or less when purchased to be cash or cash equivalents. At various times throughout the year, and as of December 31, 2017, some accounts held at financial institutions were in excess of the federally insured limit of $250,000. The Company reduces its exposure to credit risk by maintaining its cash deposits with major financial institutions and monitoring their credit ratings. The Company has not experienced any losses on these accounts and believes credit risk to be minimal. Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of its customers to make the required payments. Management analyzes the collectability of trade accounts and other receivables and the adequacy of the allowance for doubtful accounts on a regular basis taking into consideration the aging of the account balances, historical bad debt experience, customer concentration, customer credit-worthiness, customer financial condition and credit report and the current economic environment. In addition, an allowance is established when it is probable that a specific receivable is not collectible and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible. If estimates of collectability of trade accounts and other receivables change or should customers experience unanticipated financial difficulties, additional allowances may be required. Management monitors and evaluates the allowance for doubtful accounts quarterly and is adjusted to maintain the allowance at a level considered adequate to provide for uncollectible amounts. The allowance for doubtful accounts is included in general and administrative expenses in the Consolidated Statements of Operations. Accounts Receivable The following table presents accounts receivable, net for the years ended December 31, 2017 and 2016: December 31, (Predecessor) 2017 2016 2016 Uncompleted contracts $ 39,612 — $ 24,046 Completed contracts 8,555 — 27,825 Accounts receivable $ 4,510 $ 1,853 — Unbilled receivable 10,077 5,286 — Allowance for doubtful accounts (555 ) (119 ) (170 ) Accounts receivable, net $ 62,199 $ 7,020 $ 51,701 Accounts receivable from customers are generated from revenues earned after the installation or service for a job has been completed, inspected and approval has been obtained by its customer. The Company segments some of its large contracts into smaller more manageable contracts which allows for certain jobs to be completed, inspected and approved for payment by the customer in less time than non-segmentation. Unbilled Accounts Receivable are generally invoiced when authorized by the service provider typically within 90 to 180 days after the Company completes its performance obligation. The payment terms are generally 30 days. Customer Concentration Accounts receivable and revenue from the Company’s major customers as of December 31, 2017 and 2016 are as follows: (in thousands) Revenues % of Total Revenue 2017 2016 2017 2016 Customer A $ 46,727 $ — 210 % — % Customer B $ 29,971 $ — 13 % — % Customer C $ — $ 6,333 — 52 % Customer D $ — $ 1,805 — 14 % (in thousands) Revenues (Predecessor) % of Total Revenue For the period Ended April 21, 2017 2016 2017 2016 Customer A $ 12,541 $ 97,449 31 % 25 % Customer B $ 7,439 $ 88,630 19 % 23 % Customer C $ 6,381 $ 40,857 16 % 11 % (in thousands) Accounts Receivable % of Total Accounts Receivable 2017 2016 2016 2017 2016 2016 (Predecessor) Customer A $ 7,513 $ — 10,085 20 % — % 19 % Customer B $ 18,477 $ — 9,009 49 % — % 17 % Customer C $ — $ 4,625 7,721 — % 66 % 15 The Company’s customer base is highly concentrated. Revenues are non-recurring, project-based revenues, therefore, it is not unusual for significant period-to-period shifts in customer concentrations. Revenue may significantly decline if the Company were to lose one or more of its significant customers, or if the Company were not able to obtain new customers upon the completion of significant contracts. Deferred Financing Costs and Amortization of Deferred Financing Cost Deferred financing costs relate the Company’s debt instruments, the short and long-term portions of which are reflected as a deduction from the carrying amount of the related debt instruments, including the Company’s senior debt. Deferred financing costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. Long-Lived Assets The Company’s long-lived assets consist primarily of property and equipment and finite-lived intangible assets. Property and equipment are stated at cost or if acquired in a business combination, at the acquisition date fair value. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The carrying amount of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses on disposition of property and equipment included in other income or expense. When the Company identifies assets to be sold, those assets are valued based on their estimated fair value less costs to sell, classified as held-for-sale and depreciation is no longer recorded. Estimated losses on disposals are included within operating expenses. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, which are generally based on contractual terms or legal rights. Customer relationships acquired through business combinations are amortized over the estimated remaining useful life of the acquired customer base. This remaining useful life is based on historical customer retention and attrition rates. Contracts in progress acquired through business combinations are amortized over the estimated duration of the underlying projects. Trademarks and tradenames acquired through business combinations are amortized over the estimated useful life that such trademarks and tradenames are expected to be used. Non-compete arrangements entered into in connection with business combinations are amortized over the contractual life of the arrangements. On a periodic basis, the Company evaluates the estimated remaining useful life of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and certain indefinite-lived intangible assets that have been recorded in connection with the acquisition of a business. Goodwill and indefinite-lived assets are not amortized, but instead are tested for impairment at least annually. Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. The Company tests goodwill resulting from acquisitions for impairment annually on March 1, or whenever events or changes in circumstances indicate an impairment. For purposes of the goodwill impairment test, the Company has determined that it currently operates as a single reporting unit. If it is determined that an impairment has occurred, the Company adjusts the carrying value accordingly, and charges the impairment as an operating expense in the period the determination is made. Although the Company believes goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. There were no impairments during the periods presented. Income Taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. Stock-Based Compensation Compensation expense for all stock-based employee and director compensation awards granted is based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Stock Compensation (“ASC Topic 718”). The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Vesting terms vary based on the individual grant terms. The Company estimates the fair value of stock-based compensation awards on the date of grant using the Black-Scholes-Merton option pricing model. This method considers among other factors, the expected term of the award and the expected volatility of the Company’s stock price. Expected terms are calculated using the Simplifies Method, volatility is determined based on the Company’s historical stock price and the discount rate is based upon treasure tares with instruments of similar expected terms. Derivatives The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, The Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for The Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. Fair Value of Financial Instruments The Company adopted the Financial Accounting Standards Board (“FASB”) standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting standards that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consist of accounts and other receivables, accounts payable and notes payable. The recorded values of accounts and other receivable and accounts payable approximate fair values due to the short maturities of such instruments. Recorded values for notes payable and related liabilities approximate fair values, since their amortization of deferred financing cost stated or imputed interest rates are commensurate with prevailing market rates for similar obligations. The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of December 31, 2017 and 2016 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2017 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — — — — The following table summarizes the change in fair value of the warrants from inception through December 31, 2016. December 31, 2016 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — $ — $ — $ (594 ) Warrant Liability Balance January 1, 2016 $ — Warrants issued in conjunction with financings 529 Change in warrant fair value market valuation 65 Balance December 31, 2016 594 Warrants issued in conjunction with financings 181 Reclassification of warrant liability to equity (1)_ (775 ) Balance December 31, 2017 — (1) During the fourth quarter of 2017, the Company elected to adopted ASU 2017-11 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January 1, 2017. The Company calculates the fair value at inception and records the warrant on the consolidated balance sheet in additional paid in capital. The Company did not hold any Level 3 assets at December 31, 2017. Equity The Company applies the classification and measurement principles enumerated in Accounting Standards Codification (“ASC”) 815 “ Derivatives and Hedging Advertising Advertising costs, if any, are expensed as incurred. For the years ended December 31, 2017 and 2016, the Company spending on advertising was not material. Net Loss Per Common Share Basic net loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share attributable to common shareholders is computed by dividing net loss by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company incurred losses for the years ended December 31, 2017 and 2016. The Company had the following common stock equivalents at December 31, 2017 and 2016. 2017 2016 Convertible preferred stock, Series A 27,523 26,687 Convertible preferred stock, Series A-1 17,464 15,746 Common stock warrants 979,925 669,925 Restricted stock units 126,465, 89,160 Options 47,870 — Total potentially dilutive shares 1,199,247 801,518 The above table excludes any common shares related to the convertible debt since such debt is only convertible at the then prevailing market price upon default. Liquidity and Managements’ Plans In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update, (“ASU”), 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40. As reflected in the accompanying consolidated financial statements, during the year ended December 31, 2017 the Company has incurred a net loss of $20,109. The Company has a history of losses and as of December 31, 2017 it had an accumulated deficit of $38,304. Further it has approximately $2,200 of liabilities for unpaid payroll taxes and the related penalties and interest. On April 20, 2017, in conjunction with the acquisition of Benchmark, our senior lender amended its existing credit facility to provide for approximately $10.1 million towards the cash purchase price and extension of the maturity date of the existing credit facility to March 31, 2019. Additionally, the Company, in conjunction with the Benchmark acquisition, took on approximately $50,000 of debt, $7,500 which matures on October 20, 2018, $12,500 which matures on April 20, 2019, $30,000 which matures on April 20, 2020. The Company believes with the acquisition of Benchmark and it annual revenues of $264,955 and a backlog of $130,995 as of December 31, 2017, combined with the Company’s orders under master service agreements of approximately $190,000 its sources of cash will be sufficient to alleviate substantial doubt. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings. Management believes it will have sufficient cash to provide for its projected needs to maintain operations and working capital requirements for at least the next 12 months from the date of filing this annual report. Recently Issued Accounting Standards In July 2017, the FASB issued ASU 2017-11 – Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 is intended to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. ASU 2017-11 is effective for fiscal years, and interim periods within fiscal years beginning after beginning after December 15, 2018. Early adoption is permitted. The Company elected to adopt ASU 2017-11 during the year ended December 31, 2017 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January1, 2017. In January 2017, the FASB issued ASU 2017-04: “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” ASU 2017-04, which removes Step 2 from the goodwill impairment test. Goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company does not anticipate that this standard will have a material impact on its financial statements. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed in U.S. GAAP and will thereby reduce the current diversity in practice. ASU 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company does not anticipate that this standard will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” ASU 2016-09. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, with different methodologies for each aspect of the standard. The Company adopted the new standard on January 1, 2017, without a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. The standard is effective for annual reporting periods beginning after December 15, 2018, the effective date for the Company is January 1, 2019, with early application permitted. The adoption will require a modified retrospective approach for leases that exist or are entered after the beginning of the earliest period presented. The Company is currently evaluating the standard to determine the impact of the adoption on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASC 606 requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfer to a customer. The Company has performed a detailed review of our contract portfolio and compared historical accounting policies and practices to the new standard. The Company has engaged external resources to assist in the efforts of establishing appropriate presentation and disclosure changes. The Company adopted new revenue recognition guidance using the modified retrospective transition method effective for the quarter ending March 31, 2018, applying the guidance to contracts with customers that were not substantially complete as of January 1, 2018. The financial results for reporting periods after January 1, 2018 will be presented under the new guidance, while financial results for prior periods will continue to be reported in accordance with the prior guidance and our historical accounting policy. The Company has evaluated the impact of the new guidance on a substantial portion of its contracts with customers, including i |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3. Acquisitions On April 20, 2017, FTE acquired all of the issued and outstanding shares of common stock of Benchmark Builders, Inc. (“Benchmark”), The purchase price consisted of (i) cash consideration of approximately $17,250 (ii) 1,069,538 shares of FTE common stock with a fair value of $21,658, (iii) convertible promissory notes in the aggregate principal amount of $12,500 to certain stockholders of Benchmark (the “Series A Notes”, which mature on April 20, 2019) and (iv) promissory notes in the aggregate principal amount of $30,000 to certain stockholders of Benchmark (the “Series B Notes”, which mature on April 20, 2020). On April 20, 2017, the Company’s senior lender, amended the original credit agreement to provide for approximately $10,110 towards the cash purchase price of the Benchmark acquisition, refinancing this new advance with the existing debt and extending the maturity date of the facility to March 31, 2019. See Note 8, Senior Debt The following table summarizes the consideration transferred for the acquisition of Benchmark: Cash consideration $ 17,250 Shares of common stock 21,658 Series A notes* 11,263 Series B notes* 24,574 Less: Receivable from Benchmark (500 ) Merger consideration $ 74,245 *: Series A and B notes were recorded at fair value. The following table summarizes the acquisition date fair value of the purchase price allocation assigned to each major class of assets acquired and liabilities assumed as of April 20, 2017, the closing date for Benchmark: ASSETS ACQUIRED Cash $ 2,416 Accounts receivable 14,625 Other current assets 10,272 Property and equipment 47 Total identifiable assets acquired 27,360 Fair value of intangible assets acquired: Contracts in progress 10,632 Trademarks and tradenames 2,749 Customer relationships 22,743 Non-compete 548 Total fair value of intangible assets acquired 36,672 Goodwill 35,672 Total Assets Acquired 99,704 LIABILITIES ASSUMED Accounts payable 15,393 Accrued expenses and other current liabilities 10,066 Total Liabilities Assumed 25,459 Total consideration transferred $ 74,245 Goodwill of $35,672 was recorded related to this acquisition. The Company believes the goodwill related to the acquisition was a result of the expected growth platform to be used for expanding the business. As of April 20, 2017, goodwill is expected to be fully deductible for tax purposes and will be amortized over 15 years. The operating results of Benchmark for the period from April 21, 2017 to December 31, 2017 included revenues of $222,866 and net income of $10,242 and are included in the consolidated statements of operations for the year ended December 31, 2017. The net income in the Company’s Consolidated Statements of Operations reflects $8,976 of amortization expense for the year ended December 31, 2017, in connection with Benchmark’s intangible assets. The Company incurred a total of $1,666 in transaction costs in connection with the acquisition, which are included in the consolidated statement of operations for the year ended December 31, 2017, respectively. See Note 6. Goodwill and Intangible Assets Unaudited Supplemental Pro Forma Information The pro forma results presented below include the effects of the Company’s 2017 acquisition of Benchmark as if the acquisition occurred on January 1, 2016. The pro forma net loss for the years ended December 31, 2017 and 2016 includes the additional depreciation and amortization resulting from the adjustments to the value of property and equipment and intangible assets resulting from purchase accounting and elimination of transaction costs. The pro forma results also include interest expense associated with debt used to fund the acquisitions. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2016. The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the twelve months ended December 31, 2017 and 2016: Revenue Net Loss Loss per Share Weighted Average Shares 2017 supplemental pro forma from January 1, 2017 through December 31, 2017 $ 285,498 $ (9,063 ) (1.89 ) 4,973,910 2016 supplemental pro forma from January 1, 2016 through December 31, 2016 $ 317,068 $ (2,634 ) (2.37 ) 6,237,689 |
Other Current Assets
Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Current Assets | Note 4. OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2017 2016 2016 (Predecessor) Other receivables, net of reserves of $450 and $150, respectively $ 874 $ 1,233 $ 350 Prepaid insurance 1,398 45 2,824 Prepaid city and state taxes 2,318 — — Prepaid contract costs for work in process 64 409 — Prepaid operating expenses 2,602 1,146 — Other current assets $ 7,256 $ 2,833 $ 3,174 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following: Estimated Life December 31, (in years) 2017 2016 2016 (Predecessor) Machinery and equipment 6-8 $ 1,686 $ 1,596 $ 21 Vehicles and trailers 7-10 2,276 1,925 — Network services platform 5 4,884 434 — Computer equipment and software 2-5 years 793 325 137 9,639 4,280 158 Less: accumulated depreciation (1,684 ) (813 ) (135 ) Property and equipment, net $ 7,955 $ 3,467 $ 23 The Company completed the development of the new network infrastructure services platform on October 11, 2017. Depreciation expense for the years ended December 31, 2017 and 2016, was $635 and $516, respectively. Depreciation expense for the period ended April 21, 2017 and December 31, 2016 was $11 and $19, respectively, for the Predecessor. The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows: December 31, 2017 2016 Machinery & equipment $ 1,548 $ 1,413 Less: accumulated depreciation (438 ) (232 ) $ 1,110 $ 1,181 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 6. INTANGIBLE ASSETS AND GOODWILL The fair value of identifiable intangible assets acquired in the acquisition of Benchmark consist of the following: Identifiable intangible assets consisted of the following at December 31, 2017: Weighted average remaining useful life (months) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite- Lived Intangible Goodwill — $ 35,672 $ — $ 35,672 Definite- Lived Intangibles Trademarks and tradenames 75.7 2,749 272 2,477 Customer relationships 75.7 22,743 2,247 20,496 Contracts in progress 9.7 10,632 6,379 4,253 Non-compete 51.7 548 78 470 Total Definite Intangible Assets 36,672 8,976 27,696 Total Intangible Assets $ 72,344 $ 8,976 $ 63,368 Amortization expense for the years ended December 31, 2017 and 2016 totaled $8,976 and $-0-. For the year ended December 31, 2017, amortization expense of $2,595 was charged to operating expenses and $6,379 was charged to cost of revenues. Expected future amortization expense consists of the following for each of the following fiscal years ended December 31: 2018 $ 8,004 2019 3,751 2020 3,751 2021 3,751 2022 3,676 Thereafter 4,763 Total $ 27,696 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2017, and 2016, accrued expenses and other current liabilities consist of the following: December 31, 2017 2016 2016 (Predecessor) Accrued interest payable [1] $ 1,568 $ 365 $ — Accrued dividends payable 611 531 — Accrued compensation expense [2] 2,503 2,300 2,018 Accrued bonuses 2,587 — Accrued taxes 182 — 362 Other accrued expense 2,523 6 3,320 Accrued expenses, current $ 9,973 $ 3,202 $ 5,700 [1] Accrued interest payable as of December 31, 2017 and 2016 includes approximately $300 of estimated penalties and interest associated with prior period unpaid payroll taxes. [2] Accrued compensation includes $1,863 in both December 31, 2017 and 2016, associated with prior period unpaid payroll taxes. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8: DEBT Outstanding promissory notes, merchant account agreements and other notes payable consisted of the following: December 31, 2017 2016 Vendor notes issued to settle litigation, bearing interest rates between 0% and 6% per annum, terms range from 1 to 48 months. $ 890 $ 1,337 Short-term agreements, due between one and six months 7,315 - Notes refinanced in conjunction with senior debt - 5,094 Short-term notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months 5,214 2,000 Obligations under capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured by equipment having a value that approximates the debt value. Terms range from 48 to 60 months. 695 961 Various Equipment notes, bearing interest rates between 2% and 41% per annum, secured by equipment having a value that approximates the debt value. Terms range from 30 to 72 months 1,507 1,508 Total Notes Payables 15,621 10,900 Less: Original issue discount and deferred financing costs (3,138 ) (926 ) Notes payable, net of original issue discount and deferred financing costs 12,483 9,974 Less: Current portion (10,488 ) (3,444 ) Total Notes non-current portion $ 1,995 $ 6,530 During the year ended December 31, 2017, the Company borrowed an aggregate of $6,877, net of original issue discounts of $546 and deferred financing costs of $115, under 29 promissory notes payable. The promissory notes payable are unsecured, bear interest between 4% and 12% per annum and mature between September 2017 and August 2020. During the year ended December 31, 2017, the Company repaid a total of $1,453 in cash and issued an aggregate of 3,652,640 shares of common shares for the conversion of $937 in promissory note principal and accrued interest. As of December 31, 2017, the Company has outstanding promissory notes payable of $4,824, net of unamortized discounts of $62 and deferred financing costs of $17. The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ 13,590 2019 774 2020 662 2021 366 2022 177 Thereafter 52 Total $ 15,621 |
Senior Debt
Senior Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Senior Debt | Note 9. SENIOR DEBT On October 28, 2015, the Company entered into an $8,000 senior credit facility (“Facility”). The Facility had a two-year term, and interest payments in the amount of 12%, paid quarterly in arrears. Additionally, there is a “payment in kind” (PIK) provision providing a 4% per annum increase in the principal balance monthly. The Facility is secured by all assets of the Company. As a condition of the Facility, the Company issued 163,441 shares of its Series D Preferred Stock and 391,903 shares of its Series F Preferred Stock to the lender. A market valuation was performed on this transaction by a qualified third-party valuation firm, an original issue discount of $437 was recorded and is being amortized on a straight-line method, approximating the interest rate method, over twenty-four months to Interest Expense on the Consolidated Statement of Operations. During the period ended December 31, 2017 and 2016, $182 and $255, respectively, was included in amortization of debt discount, and $0 and $182 remained unamortized as of December 31, 2017 and 2016, respectively. On April 5, 2016, the Company entered into an amendment agreement (“Amendment No.1”) to the Facility, amending select provisions of the original credit agreement, including equity raises and changes to certain financial and operational covenants. On September 30, 2016, the Company entered into a second amendment agreement (“Amendment No. 2”) to consolidate a series of short-term bridge loans which were granted to the Company from time to time during the second and third quarters of 2016 into a $5,000 loan, with a maturity date of April 30, 2017 bearing interest at 12% and a PIK provision of 4%. Amendment No. 2 also amended certain covenants. During March 2017, the Company borrowed an additional $1,500 under the terms of the Facility, originally due April 30, 2017, but subsequently extended to March 31, 2019. On April 20, 2017, as part of the Benchmark acquisition, the Facility was amended (“Amendment No. 3”) to provide for an additional $11,480 of which approximately $10,100 was applied to the cash purchase price and extended the maturity date of the Facility to March 31, 2019. The Company issued 256,801 shares of Common Stock to the senior lender with a fair value of $5,649 as a term of Amendment No. 3. The value of the shares was recorded as a debt discount. During the year ended December 31, 2017, $2,048 was included in amortization of debt discount costs, and $3,601 remained unamortized as of December 31, 2017. Amendment No. 3 included certain covenants regarding debt coverage, EBITDA and revenue. During April 2017, the Company incurred a $480 extension fee to extend the Facility to March 31, 2019. This amount was added to the principal amount of the Facility and incurs interest under the terms of the Facility. During October and November 2017, the Company borrowed a total of $1,600 under the terms of the Facility, due March 31, 2019. The Company recognized $1,848 in original issuance discounts on the straight-line method over the term of the related senior debt which approximates the effective interest method and recognized $548 in amortization expense and $1,300 remained unamortized as of December 31, 2017. The Company incurred $598 and $875 in deferred financing costs during the years ended December 31, 2017 and 2016, respectively, which are being amortized on the straight-line method over the term of the related senior debt which approximates the effective interest method through March 2019. During the period ended December 31, 2017 and 2016, $786 and $522, respectively, was included in amortization of deferred financing costs, and $431 and $620 remained unamortized as of December 31, 2017 and 2016, respectively. During the year ended December 31, 2017, the Company reclassified 444,275 shares of Common Stock held by its senior lender with a fair value of $438 from temporary equity to permanent equity which is included in the Stockholders’ Equity section of the Consolidated Balance Sheet as of December 31, 2017. The temporary equity was reclassified due to the put provision included in the original Facility being removed upon the execution of Amendment No. 3 resulting from the Benchmark acquisition on April 20, 2017. December 31, 2017 2016 Senior note payable $ 29,475 $ 8,378 Less: Original issue discount (4,901 ) (182 ) Less: Deferred financing cost (431 ) (620 ) Total Senior Debt, non-current portion $ 24,143 $ 7,576 The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ — 2019 29,475 2020 — 2021 — 2022 — Thereafter — Total $ 29,475 |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Note 10 – Benefit Plans Defined Contribution Plan The Company has a defined contribution plan covering all full-time employees qualified under Section 401(k) of the Internal Revenue Code, in which the Company matches a portion of an employee’s salary deferral. The Company’s contributions to this plan were $50 and $35, for the years ended December 31, 2017 and 2016, respectively. The Predecessor has a defined contribution plan covering all full-time employees qualified under Section 401(k) of the Internal Revenue Code, in which the Predecessor matches a portion of an employee’s salary deferral. The Company’s contributions to this plan were $721 and $564, for the years ended December 31, 2017 and 2016, respectively. The Predecessor instituted a cash balance for its employees in 2016, the cash balance plan expense totaled $808 and $744 for the years ended December 31, 2017 and 2016. The Company and the Predecessor have not combined their defined contributions plans as of December 31, 2017. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party | Note 11. Related Party Guarantees/Related Party Advances The Chief Executive Officer (“CEO”) provided cash advances witnessed by interest-bearing notes totaling $536 and $504, for the years ended December 31, 2017 and 2016, respectively. Additionally, the CEO provided a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CEO is personally liable for the payment of the entire amount of the open credit obligation, which was $12 and $58 as of December 31, 2017 and 2016, respectively. Additionally, the Company entered into several secured equipment financing arrangements with total obligations of approximately $345 and $298 as of December 31, 2017 and 2016, respectively that required the guaranty of a Company officer, which was provided by him. The Chief Financial Officer (“CFO”) provided an unsecured, interest-bearing note totaling $150 during the year ended December 31, 2017. Additionally, the CFO personally guaranteed several secured equipment financing arrangements with total obligations of approximately $562 and $321 as of December 31, 2017 and 2016, respectively. The CFO also provides a personal credit card account for the purchase of goods and services by FTE. While the credit card balances are reflected in the Company’s books and records, the CFO is personally liable for the payment of the entire amount of the open credit obligation, which was $14 and $58 as of December 31, 2017 and 2016, respectively. Related Party Commissions The Predecessor currently uses the services of HKSE Inc. (“HKSE”) as a consulting firm. HKSE is a company wholly owned and operated by a stockholder of Benchmark and current stockholder of the Company. HKSE is paid commissions computed as a percent of the total annual billings of Benchmark to its clients. For the years ended December 31, 2017 and 2016 (predecessor) and the period from January 1, 2017 through April 20, 2017 (Predecessor), HKSE received commissions totaling $-0--, $13,303 and $285, respectively. Mr. Chris Ferguson, a member of the Board of Directors provided a cash advance in the amount of $142 during the year ended December 31, 2017. The Company owes Mr. Ferguson a total of $47. Common Stock During the year ended December 31, 2017, the Company issued a total of 6,800 shares of common stock to members of the Company’s board of directors having a fair value of at $75 to satisfy $75 of previously accrued directors fees. Benchmark Acquisition On April 20, 2017, the Company issued 1,069,538 shares of the Company’s common stock to the former owners for the acquisition of Benchmark. The shares were valued at $21,658 and were part of the purchase price consideration as detailed in Note 3 Acquisitions On April 20, 2017, the Company issued Series A convertible promissory notes, in the aggregate principal amount of $12,500 to the former owners of Benchmark and significant shareholders stockholders of the Company, maturing on April 20, 2019. Interest is computed at the rate of 5% percent per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $443 for the year ended December 31, 2017. This Note shall be convertible into conversion shares, at the holder’s option, upon an event of default at a conversion price per share of $11.88. On April 20, 2017, the Company issued Series B Notes in the aggregate principal amount of $30,000 to the former owners of Benchmark and significant shareholders of the Company, which mature on April 20, 2020. Interest is computed at the rate of 3% per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $634 for the year ended December 31, 2017. On April 20, 2017, the Company issued Series C Notes in the aggregate principal amount of $7,500 to the former owners of Benchmark and significant shareholders of the Company, which mature on October 20, 2018. Interest computes at the rate of 3% per annum on the outstanding principal. Interest expense and accrued interest expense was approximately $153 for the year ended December 31, 2017. The following is a summary of the balance of related party notes as of December 31, 2017: Series A Convertible Notes $ 12,942 Series B Notes 30,633 Series C 7,403 50,978 Less discount on related party notes (5,045 ) Total notes issued to related parties in connection with Benchmark acquisition $ 45,933 The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ 7,403 2019 12,942 2020 30,633 2021 — 2022 — Thereafter — Total $ 50,978 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. COMMITMENTS AND CONTINGENCIES Property Lease Obligations Rental expense, resulting from property lease agreements, for the year ended December 31,2017 and 2016, was approximately $1,167 and $591, respectively. Rent expense of the Predecessor for the year ended December 31, 2016 and the period from January 1, 2017 through April 21, 2017 was not material. The remaining aggregate commitment for lease payments under the operating lease for the facilities as of December 31, 2017 are as follows: 2018 1,020 2019 917 2020 802 2021 656 2022 131 Thereafter — Total Lease Obligations $ 3,526 Employment Agreements On June 13, 2014, the Company entered into an employment agreement with its CEO to serve in that capacity in consideration of a salary of $250,000 per year, with standard employee insurance and other benefits. The employment agreement began on June 13, 2014 and expires on June 13, 2017, after which it is renewable on a year to year basis, until terminated by either party with 30 days written notice. On October 26, 2015 the employment agreement was amended to extend the term of his employment through June 13, 2019. On June 2, 2014, the Company entered into an employment agreement with the CFO in consideration of a salary of $120,000 per year with standard employee insurance and other benefits. The employment agreement ended on June 2, 2017, after which it is renewable on a year to year basis, until terminated by either party with 30 days written notice. The agreement was renewed until June 2, 2018. On September 27, 2016, the Company entered into an employment agreement with the Chief Operating Officer in consideration of a salary of $250,000 per year, with standard employee insurance and benefits. The employment agreement began on May 16, 2016 and expires on May 16, 2019. Legal Matters The Company is involved in litigation claims arising in the ordinary course of business. Legal fees and other costs associated with such actions are expensed as incurred. In addition, the Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. The Company reserves for costs relating to these matters when a loss is probable and the amount can be reasonably estimated. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 . INCOME TAXES The Company is required to file a consolidated U.S. federal income tax return and various state tax returns. The components of income tax expense (benefit) are as follows: December 31 2017 2016 Current: Federal $ — $ — State and local — — — — Deferred: Federal 346 1,902 State and local 214 56 560 1,958 Change in valuation allowance — (1,958 ) Income tax provision (benefit) $ 560 $ — On December 22, 2017, new legislation was signed into law, informally titled the Tax Cuts and Jobs Act, which included, among other things, a provision to reduce the federal corporate income tax rate to 21%. Under ASC 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Company’s gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. The reduction of the corporate tax rate resulted in a write-down of the gross deferred tax asset of approximately $4,700, and a corresponding write-down of the valuation allowance. Upon completion of our 2017 U.S. income tax return in 2018 the Company may identify additional remeasurement adjustments to our recorded deferred tax liabilities. We will continue to assess our provision for income taxes as future guidance is issued, but do not currently anticipate significant revisions will be necessary. Any such revisions will be treated in accordance with the measurement period guidance outlined in Staff Accounting Bulletin No. 118. The Company recorded a deferred tax liability of $560 as of December 31, 2017 related to the acquisition of Benchmark Builders, Inc. This deferred tax liability was recorded to account for the book vs. tax basis difference related to the goodwill intangible asset, which was recorded in connection with the acquisition. This deferred tax liability was excluded from sources of future taxable income, as the timing of its reversal cannot be predicted due to the indefinite life of the goodwill. As such, this deferred tax liability cannot be used to offset the valuation allowance. Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the gross deferred tax asset, because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets at December 31, 2017 and 2016. At December 31, 2017 and 2016, the Company had net deferred tax assets of $8,600 and $5,300, respectively, against which a valuation allowance of $9,100 and $5,300, respectively, had been recorded. The determination of this valuation allowance did not take into account the Company’s deferred tax liability for goodwill assigned an indefinite life for book purposes, also known as a “naked credit” in the amount of $560 at December 31, 2017. The change in the valuation allowance for the year ended December 31, 2017 was an increase of $3,800. The increase in the valuation allowance for the year ended December 31, 2017 was mainly attributable to increases in net operating losses and accrued liabilities, partially offset by a decrease in the gross deferred tax assets caused by the decrease in the corporate tax rate. Significant components of the Company’s deferred tax assets at December 31, 2017 and 2016 are as follows: The reconciliation of the expected tax expense (benefit), based on statutory rates, with the actual expense, is as follows: December 31 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,081 $ 4,937 Accrued liabilities 1,528 800 Reserves 222 52,500 Stock-based compensation 604 — Intangible assets 990 — Gross deferred tax assets 9,425 5,790 Valuation allowance (9,103 ) (5,282 ) Gross deferred tax assets after valuation allowance 322 508 Deferred tax liability – goodwill (560 ) — Deferred tax liability – Property and equipment (322 ) (508 ) Net deferred tax assets $ (560 ) $ — A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2017 and 2016 is as follows: December 31 2017 2016 U.S federal statutory rate 34 % 34.0 % State income taxes, net of federal benefit 4.2 % 1.0 % Nondeductible - meals & entertainment (0.3 )% (3.5 )% Warrant derivative gains or losses 2.1 % Impact of tax law change (24.1 )% Change in valuation allowance (19.6 )% (31.5 )% Other 0.8 % - Effective tax rate (2.9 )% 0.0 % The Company had approximately $27,400 and $14,100 of available gross net operating loss (“NOL”) carryforwards (federal and state) as of December 31, 2017 and 2016, respectively, which begin to expire in 2032. However, the Company has not yet filed its tax returns for its fiscal years ended September 30, 2013, September 30, 2014, September 30, 2015, September 30, 2016, December 31, 2016 or December 31, 2017. Therefore, the Company’s NOLs will not be available to offset future taxable income, if any, until the returns are filed. Sections 382 and 383 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. Beacon had generated approximately $25 million of NOLs prior to the Beacon Merger, which the Company’s preliminary analysis indicates would be subject to significant limitations pursuant to Internal Revenue Code Section 382, such that no deferred tax asset has been reflected herein related to the Beacon NOLs. The Company has not yet assessed whether an ownership change under Section 382 occurred during the year ended December 31, 2017. If an ownership change occurred, there is a potential that a portion of the Company’s NOLs could be limited. However, since there is a full valuation allowance offsetting the deferred tax asset related to the NOL, a limitation should not have a material impact on the Company’s financial statements. The Company will continue to monitor its ownership changes for purposes of Section 382. During the period of September 30, 2014 through December 31, 2017, the Company operated primarily in Florida, Indiana, Nevada, North Carolina, Colorado, Texas, Iowa, Washington, Missouri, Georgia, and New York. If the Company is required to pay income taxes or penalties in the future, penalties will be recorded in general and administrative expenses and interest will be separately stated as interest expense. The Company has not yet filed its tax returns for its fiscal years ended September 30, 2012, September 30, 2013, September 30, 2014, September 30, 2015, September 30, 2016, December 31, 2016 or December 31, 2017, but has engaged an accounting firm to begin to compile the past due returns. The Company’s tax returns for the periods from October 1, 2012 through December 31, 2017 remain subject to examination and may be subject to penalties for late filing. The Company does not have any uncertain tax positions for which it is reasonably possible that the total amount of gross unrecognized tax benefits will increase or decrease within 12 months as of December 31, 2017. The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business. Income Taxes (Predecessor) The Predecessor was taxed as a Sub Chapter S-Corporation in 2016 and the period from January 1, 2017 through April 20, 2017 which is a non-taxing entity for Federal income tax purposes. With the exception of the New York State minimum tax, the shareholders of Benchmark include their respective share of the income or loss in their personal income tax returns accordingly. New York City does not acknowledge S-Corp status and assesses taxes at the corporate level. Local income taxes incurred amounted to $1,316 and $240 for the year ended December 31, 2016 and the period from January 1, 2017 through April 20, 2017, respectively. Benchmark is current with respect to its Federal, State and City income tax filing requirements. Management is not aware of any issues or circumstances that would unfavorably impact its tax status. Management has determined that Benchmark had no uncertain tax positions that would require financial statement recognition. The Company is a non-taxing entity for both Federal and State income tax purposes and its temporary differences between financial statement carrying amount and income tax bases are not material. Therefore, no deferred tax was calculated. The Company’s effective local tax rate was 7.5% and 48.6% for the year ended December 31, 2016 and the period from January 1, 2017 through April 20, 2017, respectively. The effective rate is less than the statutory rate for the year ended December 31, 2016 due to an immaterial under accrual of local taxes and more than the statutory rate for the period from January 1, 2017 through April 20, 2017 due to an immaterial over accrual of local taxes which the effective rate is also impacted due to the short tax period. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 14. STOCKHOLDERS’ EQUITY Authorized Capital The Company is currently authorized to issue up to 8,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of convertible preferred stock, par value $0.01 per share, of which the following series have been designated: 4,500 shares of Series A, 1,000 shares of Series A-1, 4,000 shares of Series B, 400 shares of Series C-1, 2,000 shares of Series C-2, 110 shares of Series C-3, and 2,000,000 shares of Series D, 1,980,000 of Series F and 1,780 shares of Series G. Common Stock The Company is presently authorized to issue up to 8,000,000 shares of common stock, $0.001 par value per share, of which 5,798,281 and 3,120,795 shares of common stock were issued and outstanding as of December 31, 2017 and 2016, respectively. The holders of the Company’s common stock are entitled to receive dividends equally when, as and if declared by the Board of Directors, out of funds legally available. The holders of the Company’s common stock have sole voting rights, one vote for each share held of record, and are entitled upon liquidation of the Company to share ratably in the net assets of the Company available for distribution after payment of all obligations of the Company and after provision has been made with respect to each class of stock, if any, having preference over the common stock, currently including the Company’s preferred stock. The shares of common stock are not redeemable and have no preemptive or similar rights. Equity Transactions (in whole dollars) During the year ended December 31, 2017, the Company issued 9,181 shares of its common stock with a fair value of $125,000 for settlement of legal matters. During the year ended December 31, 2017, the Company issued 221,511 shares of its common stock to individual investors, which resulted in net proceeds to the Company of $2,712,000. During the year ended December 31, 2017, the Company issued 119,525 shares of its common stock with a fair value of $1,682,000 pursuant to consulting agreements. During the year ended December 31, 2017, the Company issued 167,206 shares of its common stock with a fair value of $3,862,000 to employees under employment agreement for future services. During the year ended December 31, 2017, the Company issued 371,234 shares of its common stock with a fair value of $3,552,000 to settle debt having an approximate value. During the year ended December 31, 2017, the Company issued 10,951 shares of its common stock with a fair value of $183,000 to investor relation firm for services. During the year ended December 31, 2016 the Company issued 5,029,000 shares of its common stock with a grant date value of $2,569,800 to several employees under the terms of their employment agreements, of which $2,305,040 remains unvested. During the year ended December 31, 2016, the Company issued 3,809,389 shares of its common stock with a grant date value of $1,798,438 settle debt. During the year ended December 31, 2016, the Company issued 841,500 shares of its common stock with a grant date value of $445,800 to consultants for services performed for the Company. During the year ended December 31, 2016, the Company issued 7,594,999 shares of its common stock to individual investors for an equity raise totaling $2,628,000. Preferred Stock The Company is authorized to issue a total of 5,000,000 shares of convertible preferred stock with such designations, rights, preferences and/or limitations as may be determined by the Board, and as expressed in a resolution thereof. Each share of Series D and Series F Preferred stock is (a) entitled to vote alongside the common stockholders and has 20 votes; and (b) is mandatorily convertible into 400 shares of common stock (equal to 20 shares of common stock on a post-split basis upon an increase in the number of common shares authorized, and the implementation of a 1-for-20 reverse stock split). As of May 16, 2016, the Series D and F were converted into shares of common stock. The following table presents the convertible preferred stock activity for the years ended December 31, 2017 and 2017. Series A Series A-1 Series D Series F Total Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount 12/31/2015 Amounts 500 $ - 295 $ - 1,830,759 $ 18 525,559 $ 5 2,357,113 $ 23 Stock Incentive to Investors - - - - - - 285,664 3 285,664 3 Series F adjustment to transfer agent records - - - - - - 48,250 1 48,250 1 Series F issued to directors and employees for compensation - - - - - - 231,041 2 231,041 2 Conversion of Series D to Common Stock - - - - (1,830,759 ) (18 ) - - (1,830,759 ) (18 ) Conversion of Series F to Common Stock - - - - - (1,090,514 ) (11 ) (1,090,514 ) (11 ) 12/31/2016 500 $ - 295 $ - - $ - - $ - 795 $ - 12/31/2017 500 $ - 295 $ - - $ - $ - $ 795 $ - Dividend charges recorded during the years ended December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Series A $ 50 $ 50 A-1 30 29 Total $ 80 $ 79 Accrued dividends payable at De included in accrued expenses at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Series A $ 354 $ 304 A-1 257 227 Total $ 611 $ 531 Series A and Series A-1 Convertible Preferred Stock The Company has designated 4,500 shares of Series A Convertible Preferred Stock (“Series A”) and 1,000 shares of Series A-1 Convertible Preferred Stock (“Series A-1”), of which 500 and 295 shares, respectively, are currently issued and outstanding. Holders of the Series A and Series A-1 are entitled to receive contractual cumulative dividends in preference to any dividend on the common stock at the rate of 10% per annum on the initial investment amount commencing on the date of issue. Such dividends are payable on January 1, April 1, July 1 and October 1 of each year, upon the declaration of payment by the Board of Directors. The Series A and Series A-1 shares also contain a right of redemption in the event of liquidation or a change in control. The redemption feature provides for payment of a liquidation fee of 110% of the face value of the Series A shares and 125% of the face value of the series A-1 shares plus any accrued unpaid dividends in the event of bankruptcy, change of control, or any actions to take the Company private. Series D Convertible Preferred Stock The Company has designated 2,000,000 shares of Series D Convertible Preferred Stock (“Series D”), of which -0- and 1,980,000 shares are currently issued and outstanding as of December 31, 2017 and 2016. On May 26, 2016, each share of Series D was mandatorily converted to 20 shares of common stock after the effect of a 1-for-20 reverse stock split. Series F Convertible Preferred Stock The Company has designated 1,980,000 shares of Series F Convertible Preferred Stock (“Series F”), of which none were issued and outstanding as of December 31, 2017 and 2016, respectively. Each share of Series F was mandatorily converted to 20 shares of common stock after the effect of a 1-for-20 reverse stock split on May 26, 2016. Series G Convertible Preferred Stock The Board of Directors of the Company authorized the designation of a new series of preferred stock, the Series G Convertible Preferred Stock, out of its available “blank check preferred stock” and authorized the issuance of up to 1,780 shares of the Series G Convertible Preferred Stock. A Certificate of Designation was filed with the Secretary of State of the State of Nevada on December 4, 2017. The Series G Convertible Preferred Stock has various rights, privileges and preferences, including conversion into 100 shares of Common Stock (subject to adjustments) upon the filing of an amendment to the Company’s Articles of Incorporation incorporating a reverse stock split and the rights are junior and subordinate to any shares of Preferred Stock issued prior to this issuance. Preferred Stock Transactions During each of the years ended December 31, 2017 and 2016, the Company accrued an additional $80 of preferred stock dividends, respectively. Subscription Receivable During the year ended December 31, 2017, the Company issued 123,320 shares of common stock that were subject to certain vesting requirements, with a fair value of $3,044. As of December 31, 2017, and 2016, 247,351 and 269,000 shares that were previously issued to employees with a fair value of $4,300 and $2,829 remain unvested. Because these common shares are subject to forfeiture if the employees are no longer employed by the Company at the end of their employment agreements, their unvested value is carried in subscriptions receivable within stockholders’ equity. During the year ended December 31, 2017 and 2016, $1,573 and $327, respectively, of such amount vested and was reflected as stock compensation and $4,040 and $2,242 remained unvested as of December 31, 2017 and 2016, respectively. |
Stock-Based Awards
Stock-Based Awards | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Awards | Note 15. Stock-Based Awards Effective on November 8, 2017, the Company’s Board of Directors adopted the 2017 Ominbus Incentive Plan (“2017 Plan”) which provides for up to an additional 3,000,000 common stock shares available for issuance to provide for long-term incentive for officers, employees directors and/or consultants to directly link incentives to stockholder value. The Company’s 2017 Plan provides for awards of common stock in the form of incentive stock options, non-qualified stock options, SARs, restricted stock, performance shares or other stock-based awards. The 2017 Plan was approved by written consent by stockholders holding a majority of voting power. Awards are discretionary and are determined by a majority of the independent directors of the Board of Directors. The exercise price of stock options are equal to the fair market value of the underlying Common Stock on the date of grant. The options vest on the anniversary of the grant over a four-year term. The fair value of the option grants was estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. 2017 Weighted average fair value of stock options granted $ 6.073 Stock option assumptions: Risk-free interest rate 1.98 % Expected term (in years) 5 Expected volatility 379 % Expected dividends 0 % The following table summarizes stock option award activity during 2017: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life(In years) Intrinsic Value (In thousands) Outstanding as of December 31, 2016 — Granted 47,870 $ 8.72 8.4 — Options exercised — — — — Canceled — — — — Outstanding as of December 31, 2017 47,870 8.72 8.4 65 Exercisable options as of December 31, 2017 12,750 8.0 4.9 24 Stock compensation expense related to the options totaled approximately $108 for the year ended December 31, 2017. No stock compensation expense related to options was recorded for the year ended December 31, 2016. As of December 31, 2017, the Company had unrecognized compensation expense related to stock options, of $167. This expense will be recognized over a weighted-average number of years of 3.7, based on the average remaining service periods for the awards. The aggregate intrinsic values presented above represent the total pre-tax intrinsic values (the difference between the Company’s closing stock price of $9.92 on the last trading day of 2017 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last trading day of during 2017. The amount of aggregate intrinsic value will change based on the price of the Company’s Common Stock. The weighted-average grant-date fair value of the option grants was $6.68. There were no additional stock options granted, exercised or forfeited for the year ended December 31, 2017. As of December 31, 2017, there were 2,952,130 common shares available for issuance under the 2017 Plan. Warrants The Company accounts for common stock warrants as equity instruments As of December 31, 2017, warrants outstanding are as follows: Issued to Amount Issue Date Expiration Date Exercise Price Investment Bank 79 12/9/2012 12/9/2019 $ 5.00 Investment Bank 97 10/31/2014 10/31/2021 $ 5.00 Equity Investors 99 9/8/2016 9/8/2021 $ 20.00 Equity Investors 97 9/29/2016 9/29/2021 $ 20.00 Term Note Lender 94 9/30/2016 9/30/2021 $ 20.00 Equity Investors 104 10/12/2016 10/12/2021 $ 20.00 Term Note Lender 100 11/11/2016 11/11/2021 $ 10.00 Term Note Lender 150 1/3/2017 1/3/2022 $ 10.00 Term Note Lender 140 11/8/2017 11/8/2022 $ 10.00 Term Note Lender 20 11/8/2017 11/8/2022 $ 10.00 980 A summary of the warrant activity the years ended December 31, 2017 and 2016 is as follows: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Warrants Price Life in Years Value Outstanding, December 31, 2016 670 $ 13.75 3.52 $ — Issued 310 10.00 4.58 — Exercised — — — — Expired — — — — Outstanding, December 31, 2017 980 $ 13.75 $ — Exercisable, December 31, 2017 980 $ 13.75 4.05 $ — |
Costs and Estimated Earnings on
Costs and Estimated Earnings on Uncompleted Contracts | 12 Months Ended |
Dec. 31, 2017 | |
Contractors [Abstract] | |
Costs and Estimated Earnings on Uncompleted Contracts | Note 16. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS Costs and estimated earnings in excess of billings on uncompleted contracts are as follows: December 31, 2017 2016 (Predecessor) Costs incurred on uncompleted contracts 147,117 $ 59,902 Estimated earnings 46,277 21,346 193,394 81,248 Billings to date (212,472 ) (76,531 ) (19,078 ) $ (4,717 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 11,226 9,759 Billings in excess of costs and estimated earnings (30,304 ) (5,043 ) Total (19,078 ) $ 4,716 |
Backlog
Backlog | 12 Months Ended |
Dec. 31, 2017 | |
Backlog | |
Backlog | Note 17. BACKLOG The following is a reconciliation of backlog representing signed contracts in progress at December31, 2017: Balance – December 31, 2016 $ — New contracts and adjustments 509,603 509,603 Less contract revenues earned for the year ended December 31, 2017 (264,958 ) Balance – December 31, 2017 $ 244,645 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 18. SUBSEQUENT EVENTS Effective April 11, 2018, the Company filed Articles of Amendment to the Articles of Incorporation to increase the number of common shares authorized for issuance from 8 million shares to 100 million shares. This amendment was previously approved via written consent by holders of our outstanding capital stock having a majority of voting power. The Company issued 25,750 shares of common stock with a market value of $429 to the directors for their service. The Company issued 26,667 shares of common stock to individual investors, which resulted in net proceeds to the Company of $594. The Company issued 135,000 shares of common stock to consultants with a market value of $2,455 for services performed for the Company. The Company issued 24,277 shares of common stock with a market value of $465 in settlement of certain legal matters. The Company issued 271,655 shares of common stock with a market value of $5,468 to settle debt. |
Summary of Significant Polici27
Summary of Significant Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Revenue and Cost of Goods Sold Recognition | Revenue and Cost of Goods Sold Recognition The Company applies the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications (“ASC”) 605 Revenue Recognition Management reviews estimates of contract revenue and costs on an ongoing basis. Changes in job performance, job conditions and management’s assessment of expected contract settlements are factors that influence estimates of total contract value and total costs to complete those contracts and, therefore, the Company’s profit recognition. Changes in these factors may result in revisions to costs and income, and their effects are recognized in the period in which the revisions are determined and accepted by the customer. Provisions for losses on uncompleted contracts are made in the period in which such losses are determined to be probable and the amount can be reasonably estimated. The majority of fixed-price contracts are completed within one year. The Company may incur costs subject to change orders, whether approved or unapproved by the customer, and/or claims related to certain contracts. Management determines the probability that such costs will be recovered based upon engineering studies and legal opinions, past practices with the customer, specific discussions, correspondence or preliminary negotiations with the customer. The Company treats such costs as a cost of contract performance in the period incurred if it is not probable that the costs will be recovered or defers costs and/or recognizes revenue up to the amount of the related cost if it is probable that the contract price will be adjusted and can be reliably estimated. As of December 31, 2017, and 2016, such amounts were not material. The Company actively engages in substantive meetings with its customers to complete the final approval process, and generally expects these processes to be completed within one year. The amounts ultimately realized upon final acceptance by its customers could be higher or lower than such estimated amounts. For short-term construction contracts which are usually under master service agreements, revenue is recognized once 100% of a contract segment is completed. A contract may have many segments, of which, once a segment is completed, the revenue for the segment is recognized when no further significant performance obligations exists. The network’s construction contracts or segments of contracts typically range from several days to two to four months. Contract costs may be billed as incurred. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools and repairs. Selling, general and administrative costs are charged to expense as incurred. Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions, changes in raw materials costs, and final contract settlements may result in revisions to revenue, costs and income and are recognized in the period in which the revisions are determined. Provisions for losses on uncompleted contracts are made in the period such losses are known. The Company also recognizes revenues from fixed-price and modified fixed-price construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimated costs, it is at least reasonably possible that the estimates used will change within the near term. Contract cost of sales include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period. The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents billings in excess of revenues recognized. |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts and Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | Costs and estimated earnings in excess of billings on uncompleted contracts and Billings in excess of costs and estimated earnings on uncompleted contracts In accordance with normal practice in the construction industry, the Corporation includes asset and liability accounts relating to construction contracts in current assets and liabilities even when such amounts are realizable or payable over a period in excess of one year. For the year ended December 31, 2017, the Company has included retainage payable as part of Billings in excess of costs and estimated earnings on uncompleted contracts. Retainage payable is anticipated to be paid within the next twelve months. The Company has also included any unbilled retention receivable as part of costs and estimated earnings in excess of billings on uncompleted contracts and such amounts are also expected to be billed and collected within the next twelve months. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consisting of interest-bearing demand deposits is carried at cost, which approximates fair value. The Company considers cash in banks and holdings of highly liquid investments with original maturities of three months or less when purchased to be cash or cash equivalents. At various times throughout the year, and as of December 31, 2017, some accounts held at financial institutions were in excess of the federally insured limit of $250,000. The Company reduces its exposure to credit risk by maintaining its cash deposits with major financial institutions and monitoring their credit ratings. The Company has not experienced any losses on these accounts and believes credit risk to be minimal. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company maintains an allowance for doubtful accounts for estimated losses due to the inability of its customers to make the required payments. Management analyzes the collectability of trade accounts and other receivables and the adequacy of the allowance for doubtful accounts on a regular basis taking into consideration the aging of the account balances, historical bad debt experience, customer concentration, customer credit-worthiness, customer financial condition and credit report and the current economic environment. In addition, an allowance is established when it is probable that a specific receivable is not collectible and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible. If estimates of collectability of trade accounts and other receivables change or should customers experience unanticipated financial difficulties, additional allowances may be required. Management monitors and evaluates the allowance for doubtful accounts quarterly and is adjusted to maintain the allowance at a level considered adequate to provide for uncollectible amounts. The allowance for doubtful accounts is included in general and administrative expenses in the Consolidated Statements of Operations. |
Accounts Receivable | Accounts Receivable The following table presents accounts receivable, net for the years ended December 31, 2017 and 2016: December 31, (Predecessor) 2017 2016 2016 Uncompleted contracts $ 39,612 — $ 24,046 Completed contracts 8,555 — 27,825 Accounts receivable $ 4,510 $ 1,853 — Unbilled receivable 10,077 5,286 — Allowance for doubtful accounts (555 ) (119 ) (170 ) Accounts receivable, net $ 62,199 $ 7,020 $ 51,701 Accounts receivable from customers are generated from revenues earned after the installation or service for a job has been completed, inspected and approval has been obtained by its customer. The Company segments some of its large contracts into smaller more manageable contracts which allows for certain jobs to be completed, inspected and approved for payment by the customer in less time than non-segmentation. Unbilled Accounts Receivable are generally invoiced when authorized by the service provider typically within 90 to 180 days after the Company completes its performance obligation. The payment terms are generally 30 days. |
Customer Concentration | Customer Concentration Accounts receivable and revenue from the Company’s major customers as of December 31, 2017 and 2016 are as follows: (in thousands) Revenues % of Total Revenue 2017 2016 2017 2016 Customer A $ 46,727 $ — 210 % — % Customer B $ 29,971 $ — 13 % — % Customer C $ — $ 6,333 — 52 % Customer D $ — $ 1,805 — 14 % (in thousands) Revenues (Predecessor) % of Total Revenue For the period Ended April 21, 2017 2016 2017 2016 Customer A $ 12,541 $ 97,449 31 % 25 % Customer B $ 7,439 $ 88,630 19 % 23 % Customer C $ 6,381 $ 40,857 16 % 11 % (in thousands) Accounts Receivable % of Total Accounts Receivable 2017 2016 2016 2017 2016 2016 (Predecessor) Customer A $ 7,513 $ — 10,085 20 % — % 19 % Customer B $ 18,477 $ — 9,009 49 % — % 17 % Customer C $ — $ 4,625 7,721 — % 66 % 15 The Company’s customer base is highly concentrated. Revenues are non-recurring, project-based revenues, therefore, it is not unusual for significant period-to-period shifts in customer concentrations. Revenue may significantly decline if the Company were to lose one or more of its significant customers, or if the Company were not able to obtain new customers upon the completion of significant contracts. |
Deferred Financing Costs and Amortization of Deferred Financing Cost | Deferred Financing Costs and Amortization of Deferred Financing Cost Deferred financing costs relate the Company’s debt instruments, the short and long-term portions of which are reflected as a deduction from the carrying amount of the related debt instruments, including the Company’s senior debt. Deferred financing costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets consist primarily of property and equipment and finite-lived intangible assets. Property and equipment are stated at cost or if acquired in a business combination, at the acquisition date fair value. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Property and equipment under capital leases are depreciated over their estimated useful lives. Expenditures for repairs and maintenance are charged to expense as incurred. The carrying amount of assets sold or retired and the related accumulated depreciation are eliminated in the year of disposal, with resulting gains or losses on disposition of property and equipment included in other income or expense. When the Company identifies assets to be sold, those assets are valued based on their estimated fair value less costs to sell, classified as held-for-sale and depreciation is no longer recorded. Estimated losses on disposals are included within operating expenses. Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line basis, which are generally based on contractual terms or legal rights. Customer relationships acquired through business combinations are amortized over the estimated remaining useful life of the acquired customer base. This remaining useful life is based on historical customer retention and attrition rates. Contracts in progress acquired through business combinations are amortized over the estimated duration of the underlying projects. Trademarks and tradenames acquired through business combinations are amortized over the estimated useful life that such trademarks and tradenames are expected to be used. Non-compete arrangements entered into in connection with business combinations are amortized over the contractual life of the arrangements. On a periodic basis, the Company evaluates the estimated remaining useful life of acquired intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets The Company has goodwill and certain indefinite-lived intangible assets that have been recorded in connection with the acquisition of a business. Goodwill and indefinite-lived assets are not amortized, but instead are tested for impairment at least annually. Goodwill represents the excess of the purchase price of an acquired business over the estimated fair value of the underlying net tangible and intangible assets acquired. The Company tests goodwill resulting from acquisitions for impairment annually on March 1, or whenever events or changes in circumstances indicate an impairment. For purposes of the goodwill impairment test, the Company has determined that it currently operates as a single reporting unit. If it is determined that an impairment has occurred, the Company adjusts the carrying value accordingly, and charges the impairment as an operating expense in the period the determination is made. Although the Company believes goodwill is appropriately stated in the consolidated financial statements, changes in strategy or market conditions could significantly impact these judgments and require an adjustment to the recorded balance. There were no impairments during the periods presented. |
Income Taxes | Income Taxes The Company records income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized based on the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and attributable to operating loss and tax credit carryforwards. Accounting standards regarding income taxes requires a reduction of the carrying amounts of deferred tax assets by a valuation allowance, if based on the available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed at each reporting period based on a “more likely than not” realization threshold. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carryforward periods, the Company’s experience with operating loss and tax credit carryforwards not expiring unused, and tax planning alternatives. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. Accounting standards regarding uncertainty in income taxes provides a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely, based solely on the technical merits, of being sustained on examinations. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately anticipate actual outcomes. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense for all stock-based employee and director compensation awards granted is based on the grant date fair value estimated in accordance with the provisions of ASC Topic 718, Stock Compensation (“ASC Topic 718”). The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award, which is generally the option vesting term. Vesting terms vary based on the individual grant terms. The Company estimates the fair value of stock-based compensation awards on the date of grant using the Black-Scholes-Merton option pricing model. This method considers among other factors, the expected term of the award and the expected volatility of the Company’s stock price. Expected terms are calculated using the Simplifies Method, volatility is determined based on the Company’s historical stock price and the discount rate is based upon treasure tares with instruments of similar expected terms. |
Derivatives | Derivatives The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, The Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for The Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, The Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted the Financial Accounting Standards Board (“FASB”) standard related to fair value measurement at inception. The standard defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. The standard applies under other accounting standards that require or permit fair value measurements and, accordingly, does not require any new fair value measurements. The standard clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the standard established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices in active markets; Level 2: Inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The Company’s financial instruments consist of accounts and other receivables, accounts payable and notes payable. The recorded values of accounts and other receivable and accounts payable approximate fair values due to the short maturities of such instruments. Recorded values for notes payable and related liabilities approximate fair values, since their amortization of deferred financing cost stated or imputed interest rates are commensurate with prevailing market rates for similar obligations. The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of December 31, 2017 and 2016 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2017 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — — — — The following table summarizes the change in fair value of the warrants from inception through December 31, 2016. December 31, 2016 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — $ — $ — $ (594 ) Warrant Liability Balance January 1, 2016 $ — Warrants issued in conjunction with financings 529 Change in warrant fair value market valuation 65 Balance December 31, 2016 594 Warrants issued in conjunction with financings 181 Reclassification of warrant liability to equity (1)_ (775 ) Balance December 31, 2017 — (1) During the fourth quarter of 2017, the Company elected to adopted ASU 2017-11 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January 1, 2017. The Company calculates the fair value at inception and records the warrant on the consolidated balance sheet in additional paid in capital. The Company did not hold any Level 3 assets at December 31, 2017. |
Equity | Equity The Company applies the classification and measurement principles enumerated in Accounting Standards Codification (“ASC”) 815 “ Derivatives and Hedging |
Advertising | Advertising Advertising costs, if any, are expensed as incurred. For the years ended December 31, 2017 and 2016, the Company spending on advertising was not material. |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per share is computed by dividing net loss attributable to common stockholders (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted net loss per common share attributable to common shareholders is computed by dividing net loss by the weighted average number of common shares outstanding during the period adjusted for the dilutive effects of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. The Company incurred losses for the years ended December 31, 2017 and 2016. The Company had the following common stock equivalents at December 31, 2017 and 2016. 2017 2016 Convertible preferred stock, Series A 27,523 26,687 Convertible preferred stock, Series A-1 17,464 15,746 Common stock warrants 979,925 669,925 Restricted stock units 126,465, 89,160 Options 47,870 — Total potentially dilutive shares 1,199,247 801,518 The above table excludes any common shares related to the convertible debt since such debt is only convertible at the then prevailing market price upon default. |
Liquidity and Managements' Plans | Liquidity and Managements’ Plans In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update, (“ASU”), 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40) (“ASC 205-40”), the Company has the responsibility to evaluate whether conditions and/or events raise substantial doubt about its ability to meet its future financial obligations as they become due within one year after the date that the financial statements are issued. As required by ASC 205-40, this evaluation shall initially not take into consideration the potential mitigating effects of plans that have not been fully implemented as of the date the financial statements are issued. Management has assessed the Company’s ability to continue as a going concern in accordance with the requirement of ASC 205-40. As reflected in the accompanying consolidated financial statements, during the year ended December 31, 2017 the Company has incurred a net loss of $20,109. The Company has a history of losses and as of December 31, 2017 it had an accumulated deficit of $38,304. Further it has approximately $2,200 of liabilities for unpaid payroll taxes and the related penalties and interest. On April 20, 2017, in conjunction with the acquisition of Benchmark, our senior lender amended its existing credit facility to provide for approximately $10.1 million towards the cash purchase price and extension of the maturity date of the existing credit facility to March 31, 2019. Additionally, the Company, in conjunction with the Benchmark acquisition, took on approximately $50,000 of debt, $7,500 which matures on October 20, 2018, $12,500 which matures on April 20, 2019, $30,000 which matures on April 20, 2020. The Company believes with the acquisition of Benchmark and it annual revenues of $264,955 and a backlog of $130,995 as of December 31, 2017, combined with the Company’s orders under master service agreements of approximately $190,000 its sources of cash will be sufficient to alleviate substantial doubt. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings. Management believes it will have sufficient cash to provide for its projected needs to maintain operations and working capital requirements for at least the next 12 months from the date of filing this annual report. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In July 2017, the FASB issued ASU 2017-11 – Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 is intended to reduce the complexity associated with the issuer’s accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, the Board determined that a down round feature (as defined) would no longer cause a freestanding equity-linked financial instrument (or an embedded conversion option) to be accounted for as a derivative liability at fair value with changes in fair value recognized in current earnings. ASU 2017-11 is effective for fiscal years, and interim periods within fiscal years beginning after beginning after December 15, 2018. Early adoption is permitted. The Company elected to adopt ASU 2017-11 during the year ended December 31, 2017 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January1, 2017. In January 2017, the FASB issued ASU 2017-04: “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” ASU 2017-04, which removes Step 2 from the goodwill impairment test. Goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. It is effective for annual and interim periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment test performed with a measurement date after January 1, 2017. The Company does not anticipate that this standard will have a material impact on its financial statements. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU 2016-15 clarifies and provides specific guidance on eight cash flow classification issues that are not currently addressed in U.S. GAAP and will thereby reduce the current diversity in practice. ASU 2016-15 is effective for public business entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017, with early application permitted. The Company does not anticipate that this standard will have a material impact on its financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” ASU 2016-09. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years and interim periods within those years, beginning after December 15, 2016, with different methodologies for each aspect of the standard. The Company adopted the new standard on January 1, 2017, without a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. The standard is effective for annual reporting periods beginning after December 15, 2018, the effective date for the Company is January 1, 2019, with early application permitted. The adoption will require a modified retrospective approach for leases that exist or are entered after the beginning of the earliest period presented. The Company is currently evaluating the standard to determine the impact of the adoption on the consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition” and some cost guidance included in ASC Subtopic 605-35, “Revenue Recognition - Construction-Type and Production-Type Contracts.” The core principle of ASU 2014-09 is that revenue is recognized when the transfer of goods or services to customers occurs in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. ASU 2014-09 requires the disclosure of sufficient information to enable readers of the Company’s financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. ASU 2014-09 also requires disclosure of information regarding significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 provides two methods of retrospective application. The first method would require the Company to apply ASU 2014-09 to each prior reporting period presented. The second method would require the Company to retrospectively apply ASU 2014-09 with the cumulative effect recognized at the date of initial application. ASC 606 requires companies to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time based on when control of goods and services transfer to a customer. The Company has performed a detailed review of our contract portfolio and compared historical accounting policies and practices to the new standard. The Company has engaged external resources to assist in the efforts of establishing appropriate presentation and disclosure changes. The Company adopted new revenue recognition guidance using the modified retrospective transition method effective for the quarter ending March 31, 2018, applying the guidance to contracts with customers that were not substantially complete as of January 1, 2018. The financial results for reporting periods after January 1, 2018 will be presented under the new guidance, while financial results for prior periods will continue to be reported in accordance with the prior guidance and our historical accounting policy. The Company has evaluated the impact of the new guidance on a substantial portion of its contracts with customers, including identification of differences that will result from the new requirements. Based on the analysis performed to date, the Company determined that fixed-price contracts, which comprise substantially all of the Company’s revenue, will most often represent a single performance obligation. The Company will measure progress toward completion utilizing the cost-to-cost method, which represents a change from its prior practice of measuring completion based on engineering estimates of the physical percentage completed for the projects. Accordingly, the adoption of ASC 606 may result in a change in the timing of recognition of both contract revenue and cost from its prior practices. In addition, the Company expects to add qualitative and quantitative disclosures around disaggregation of revenue, remaining performance obligation, and other impacts to the Company’s contract revenue balances. The Company does not anticipate that the adoption of ASU 2014-09 will have a material effect on the Company’s consolidated financial statements. |
Description of Business and B28
Description of Business and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Results of Operations | These reclassifications had no effect on previously reported total assets, total liabilities or stockholders’ equity. As Reported As Restated Current Liabilities $ 14,657 $ 10,490 Long Term Liabilities $ 9,939 $ 14,106 Total Liabilities $ 24,596 $ 24,596 |
Summary of Significant Polici29
Summary of Significant Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | The following table presents accounts receivable, net for the years ended December 31, 2017 and 2016: December 31, (Predecessor) 2017 2016 2016 Uncompleted contracts $ 39,612 — $ 24,046 Completed contracts 8,555 — 27,825 Accounts receivable $ 4,510 $ 1,853 — Unbilled receivable 10,077 5,286 — Allowance for doubtful accounts (555 ) (119 ) (170 ) Accounts receivable, net $ 62,199 $ 7,020 $ 51,701 |
Schedule of Concentration Credit Risk Percentage | Accounts receivable and revenue from the Company’s major customers as of December 31, 2017 and 2016 are as follows: (in thousands) Revenues % of Total Revenue 2017 2016 2017 2016 Customer A $ 46,727 $ — 210 % — % Customer B $ 29,971 $ — 13 % — % Customer C $ — $ 6,333 — 52 % Customer D $ — $ 1,805 — 14 % (in thousands) Revenues (Predecessor) % of Total Revenue For the period Ended April 21, 2017 2016 2017 2016 Customer A $ 12,541 $ 97,449 31 % 25 % Customer B $ 7,439 $ 88,630 19 % 23 % Customer C $ 6,381 $ 40,857 16 % 11 % (in thousands) Accounts Receivable % of Total Accounts Receivable 2017 2016 2016 2017 2016 2016 (Predecessor) Customer A $ 7,513 $ — 10,085 20 % — % 19 % Customer B $ 18,477 $ — 9,009 49 % — % 17 % Customer C $ — $ 4,625 7,721 — % 66 % 15 |
Schedule of Fair Value of Warrants | The following table summarizes the valuation of the Company’s derivatives by the above fair value hierarchy levels as of December 31, 2017 and 2016 using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3): December 31, 2017 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — — — — The following table summarizes the change in fair value of the warrants from inception through December 31, 2016. December 31, 2016 Level 1 Level 2 Level 3 Total Warrant derivative liability $ — $ — $ — $ (594 ) |
Schedule of Change in Fair Value of Warrant | Warrant Liability Balance January 1, 2016 $ — Warrants issued in conjunction with financings 529 Change in warrant fair value market valuation 65 Balance December 31, 2016 594 Warrants issued in conjunction with financings 181 Reclassification of warrant liability to equity (1)_ (775 ) Balance December 31, 2017 — (1) During the fourth quarter of 2017, the Company elected to adopted ASU 2017-11 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January 1, 2017. The Company calculates the fair value at inception and records the warrant on the consolidated balance sheet in additional paid in capital. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company had the following common stock equivalents at December 31, 2017 and 2016. 2017 2016 Convertible preferred stock, Series A 27,523 26,687 Convertible preferred stock, Series A-1 17,464 15,746 Common stock warrants 979,925 669,925 Restricted stock units 126,465, 89,160 Options 47,870 — Total potentially dilutive shares 1,199,247 801,518 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Consideration for Acquisition of Benchmark | The following table summarizes the consideration transferred for the acquisition of Benchmark: Cash consideration $ 17,250 Shares of common stock 21,658 Series A notes* 11,263 Series B notes* 24,574 Less: Receivable from Benchmark (500 ) Merger consideration $ 74,245 *: Series A and B notes were recorded at fair value. |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the acquisition date fair value of the purchase price allocation assigned to each major class of assets acquired and liabilities assumed as of April 20, 2017, the closing date for Benchmark: ASSETS ACQUIRED Cash $ 2,416 Accounts receivable 14,625 Other current assets 10,272 Property and equipment 47 Total identifiable assets acquired 27,360 Fair value of intangible assets acquired: Contracts in progress 10,632 Trademarks and tradenames 2,749 Customer relationships 22,743 Non-compete 548 Total fair value of intangible assets acquired 36,672 Goodwill 35,672 Total Assets Acquired 99,704 LIABILITIES ASSUMED Accounts payable 15,393 Accrued expenses and other current liabilities 10,066 Total Liabilities Assumed 25,459 Total consideration transferred $ 74,245 |
Schedule of Business Acquisition Pro Forma Information | The unaudited pro forma combined results, which assumes the transaction was completed on January 1 are as follows for the twelve months ended December 31, 2017 and 2016: Revenue Net Loss Loss per Share Weighted Average Shares 2017 supplemental pro forma from January 1, 2017 through December 31, 2017 $ 285,498 $ (9,063 ) (1.89 ) 4,973,910 2016 supplemental pro forma from January 1, 2016 through December 31, 2016 $ 317,068 $ (2,634 ) (2.37 ) 6,237,689 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: December 31, 2017 2016 2016 (Predecessor) Other receivables, net of reserves of $450 and $150, respectively $ 874 $ 1,233 $ 350 Prepaid insurance 1,398 45 2,824 Prepaid city and state taxes 2,318 — — Prepaid contract costs for work in process 64 409 — Prepaid operating expenses 2,602 1,146 — Other current assets $ 7,256 $ 2,833 $ 3,174 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Property, Plant and Equipment | Property and equipment, net consist of the following: Estimated Life December 31, (in years) 2017 2016 2016 (Predecessor) Machinery and equipment 6-8 $ 1,686 $ 1,596 $ 21 Vehicles and trailers 7-10 2,276 1,925 — Network services platform 5 4,884 434 — Computer equipment and software 2-5 years 793 325 137 9,639 4,280 158 Less: accumulated depreciation (1,684 ) (813 ) (135 ) Property and equipment, net $ 7,955 $ 3,467 $ 23 |
Assets Held under Capital Leases [Member] | |
Schedule of Property, Plant and Equipment | The Company leases various equipment under capital leases. Assets held under capital leases are included in property and equipment as follows: December 31, 2017 2016 Machinery & equipment $ 1,548 $ 1,413 Less: accumulated depreciation (438 ) (232 ) $ 1,110 $ 1,181 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Identifiable intangible assets consisted of the following at December 31, 2017: Weighted average remaining useful life (months) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Indefinite- Lived Intangible Goodwill — $ 35,672 $ — $ 35,672 Definite- Lived Intangibles Trademarks and tradenames 75.7 2,749 272 2,477 Customer relationships 75.7 22,743 2,247 20,496 Contracts in progress 9.7 10,632 6,379 4,253 Non-compete 51.7 548 78 470 Total Definite Intangible Assets 36,672 8,976 27,696 Total Intangible Assets $ 72,344 $ 8,976 $ 63,368 |
Schedule of Future Amortization Expenses | Expected future amortization expense consists of the following for each of the following fiscal years ended December 31: 2018 $ 8,004 2019 3,751 2020 3,751 2021 3,751 2022 3,676 Thereafter 4,763 Total $ 27,696 |
Accrued Expenses and Other Cu34
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2017, and 2016, accrued expenses and other current liabilities consist of the following: December 31, 2017 2016 2016 (Predecessor) Accrued interest payable [1] $ 1,568 $ 365 $ — Accrued dividends payable 611 531 — Accrued compensation expense [2] 2,503 2,300 2,018 Accrued bonuses 2,587 — Accrued taxes 182 — 362 Other accrued expense 2,523 6 3,320 Accrued expenses, current $ 9,973 $ 3,202 $ 5,700 [1] Accrued interest payable as of December 31, 2017 and 2016 includes approximately $300 of estimated penalties and interest associated with prior period unpaid payroll taxes. [2] Accrued compensation includes $1,863 in both December 31, 2017 and 2016, associated with prior period unpaid payroll taxes. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Promissory Notes | Outstanding promissory notes and other notes payable consisted of the following: December 31, 2017 2016 Vendor notes issued to settle litigation, bearing interest rates between 0% and 6% per annum, terms range from 1 to 48 months. $ 890 $ 1,337 Short-term agreements, due between one and six months 7,315 - Notes refinanced in conjunction with senior debt - 5,094 Short-term notes payable bearing interest at stated rates between 4% and 12% per annum. Terms range from 3 to 36 months 5,214 2,000 Obligations under capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured by equipment having a value that approximates the debt value. Terms range from 48 to 60 months. 695 961 Various Equipment notes, bearing interest rates between 2% and 41% per annum, secured by equipment having a value that approximates the debt value. Terms range from 30 to 72 months 1,507 1,508 Total Notes Payables 15,621 10,900 Less: Original issue discount and deferred financing costs (3,138 ) (926 ) Notes payable, net of original issue discount and deferred financing costs 12,483 9,974 Less: Current portion (10,488 ) (3,444 ) Total Notes non-current portion $ 1,995 $ 6,530 |
Schedule of Principal Payments for Borrowings | The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ 13,590 2019 774 2020 662 2021 366 2022 177 Thereafter 52 Total $ 15,621 |
Senior Debt (Tables)
Senior Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Senior Debt | The temporary equity was reclassified due to the put provision included in the original Facility being removed upon the execution of Amendment No. 3 resulting from the Benchmark acquisition on April 20, 2017. December 31, 2017 2016 Senior note payable $ 29,475 $ 8,378 Less: Original issue discount (4,901 ) (182 ) Less: Deferred financing cost (431 ) (620 ) Total Senior Debt, non-current portion $ 24,143 $ 7,576 |
Schedule of Principal Payments for Borrowings - Senior Debt | The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ — 2019 29,475 2020 — 2021 — 2022 — Thereafter — Total $ 29,475 |
Related Party (Tables)
Related Party (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Notes Issued to Related Parties | The following is a summary of the balance of related party notes as of December 31, 2017: Series A Convertible Notes $ 12,942 Series B Notes 30,633 Series C 7,403 50,978 Less discount on related party notes (5,045 ) Total notes issued to related parties in connection with Benchmark acquisition $ 45,933 |
Schedule of Principal Payments for Borrowings - Related Parties | The required principal payments for all borrowings for each of the five years following the balance sheet date are as follows: 2018 $ 7,403 2019 12,942 2020 30,633 2021 — 2022 — Thereafter — Total $ 50,978 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Leases Obligations | The remaining aggregate commitment for lease payments under the operating lease for the facilities as of December 31, 2017 are as follows: 2018 1,020 2019 917 2020 802 2021 656 2022 131 Thereafter — Total Lease Obligations $ 3,526 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: December 31 2017 2016 Current: Federal $ — $ — State and local — — — — Deferred: Federal 346 1,902 State and local 214 56 560 1,958 Change in valuation allowance — (1,958 ) Income tax provision (benefit) $ 560 $ — |
Schedule of Deferred Tax Assets | The reconciliation of the expected tax expense (benefit), based on statutory rates, with the actual expense, is as follows: December 31 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 6,081 $ 4,937 Accrued liabilities 1,528 800 Reserves 222 52,500 Stock-based compensation 604 — Intangible assets 990 — Gross deferred tax assets 9,425 5,790 Valuation allowance (9,103 ) (5,282 ) Gross deferred tax assets after valuation allowance 322 508 Deferred tax liability – goodwill (560 ) — Deferred tax liability – Property and equipment (322 ) (508 ) Net deferred tax assets $ (560 ) $ — |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory tax rate and the effective tax rates for the years ended December 31, 2017 and 2016 is as follows: December 31 2017 2016 U.S federal statutory rate 34 % 34.0 % State income taxes, net of federal benefit 4.2 % 1.0 % Nondeductible - meals & entertainment (0.3 )% (3.5 )% Warrant derivative gains or losses 2.1 % Impact of tax law change (24.1 )% Change in valuation allowance (19.6 )% (31.5 )% Other 0.8 % - Effective tax rate (2.9 )% 0.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of Convertible Preferred Stock Activity | The following table presents the convertible preferred stock activity for the years ended December 31, 2017 and 2017. Series A Series A-1 Series D Series F Total Preferred Stock Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount 12/31/2015 Amounts 500 $ - 295 $ - 1,830,759 $ 18 525,559 $ 5 2,357,113 $ 23 Stock Incentive to Investors - - - - - - 285,664 3 285,664 3 Series F adjustment to transfer agent records - - - - - - 48,250 1 48,250 1 Series F issued to directors and employees for compensation - - - - - - 231,041 2 231,041 2 Conversion of Series D to Common Stock - - - - (1,830,759 ) (18 ) - - (1,830,759 ) (18 ) Conversion of Series F to Common Stock - - - - - (1,090,514 ) (11 ) (1,090,514 ) (11 ) 12/31/2016 500 $ - 295 $ - - $ - - $ - 795 $ - 12/31/2017 500 $ - 295 $ - - $ - $ - $ 795 $ - |
Dividends Preferred Stock | Dividend charges recorded during the years ended December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Series A $ 50 $ 50 A-1 30 29 Total $ 80 $ 79 |
Schedule of Accrued Liabilities | Accrued dividends payable at De included in accrued expenses at December 31, 2017 and 2016 are as follows: December 31, 2017 2016 Series A $ 354 $ 304 A-1 257 227 Total $ 611 $ 531 |
Stock-Based Awards (Tables)
Stock-Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Assumptions of Options | The fair value of the option grants was estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. 2017 Weighted average fair value of stock options granted $ 6.073 Stock option assumptions: Risk-free interest rate 1.98 % Expected term (in years) 5 Expected volatility 379 % Expected dividends 0 % |
Schedule of Stock Option Award Activity | The following table summarizes stock option award activity during 2017: Stock Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life(In years) Intrinsic Value (In thousands) Outstanding as of December 31, 2016 — Granted 47,870 $ 8.72 8.4 — Options exercised — — — — Canceled — — — — Outstanding as of December 31, 2017 47,870 8.72 8.4 65 Exercisable options as of December 31, 2017 12,750 8.0 4.9 24 |
Schedule of Warrants Outstanding | The Company accounts for common stock warrants as equity instruments As of December 31, 2017, warrants outstanding are as follows: Issued to Amount Issue Date Expiration Date Exercise Price Investment Bank 79 12/9/2012 12/9/2019 $ 5.00 Investment Bank 97 10/31/2014 10/31/2021 $ 5.00 Equity Investors 99 9/8/2016 9/8/2021 $ 20.00 Equity Investors 97 9/29/2016 9/29/2021 $ 20.00 Term Note Lender 94 9/30/2016 9/30/2021 $ 20.00 Equity Investors 104 10/12/2016 10/12/2021 $ 20.00 Term Note Lender 100 11/11/2016 11/11/2021 $ 10.00 Term Note Lender 150 1/3/2017 1/3/2022 $ 10.00 Term Note Lender 140 11/8/2017 11/8/2022 $ 10.00 Term Note Lender 20 11/8/2017 11/8/2022 $ 10.00 980 |
Schedule of Warrants Activity | A summary of the warrant activity the years ended December 31, 2017 and 2016 is as follows: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Warrants Price Life in Years Value Outstanding, December 31, 2016 670 $ 13.75 3.52 $ — Issued 310 10.00 4.58 — Exercised — — — — Expired — — — — Outstanding, December 31, 2017 980 $ 13.75 $ — Exercisable, December 31, 2017 980 $ 13.75 4.05 $ — |
Costs and Estimated Earnings 42
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Contractors [Abstract] | |
Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | Costs and estimated earnings in excess of billings on uncompleted contracts are as follows: December 31, 2017 2016 (Predecessor) Costs incurred on uncompleted contracts 147,117 $ 59,902 Estimated earnings 46,277 21,346 193,394 81,248 Billings to date (212,472 ) (76,531 ) (19,078 ) $ (4,717 ) Included in the accompanying balance sheets: Costs and estimated earnings in excess of billings 11,226 9,759 Billings in excess of costs and estimated earnings (30,304 ) (5,043 ) Total (19,078 ) $ 4,716 |
Backlog (Tables)
Backlog (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Backlog | |
Schedule of Reconciliation of Backlog Representing Signed Contracts | The following is a reconciliation of backlog representing signed contracts in progress at December31, 2017: Balance – December 31, 2016 $ — New contracts and adjustments 509,603 509,603 Less contract revenues earned for the year ended December 31, 2017 (264,958 ) Balance – December 31, 2017 $ 244,645 |
Description of Business and B44
Description of Business and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands | Nov. 11, 2017 | Nov. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Stockholders' equity, reverse stock split | 1 for 25 reverse split | 25-for-1 reverse stock split | ||
Common stock, shares authorized | 200,000,000 | 8,000,000 | 8,000,000 | |
Senior debt included in short term notes | $ 4,167 |
Description of Business and B45
Description of Business and Basis of Presentation - Schedule of Results of Operations (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Current Liabilities | $ 94,426 | $ 10,488 |
Long Term Liabilities | 14,106 | |
Total Liabilities | $ 159,614 | 24,596 |
As Reported [Member] | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Current Liabilities | 14,657 | |
Long Term Liabilities | 9,939 | |
Total Liabilities | $ 24,596 |
Summary of Significant Polici46
Summary of Significant Policies (Details Narrative) - USD ($) $ in Thousands | Apr. 20, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | Oct. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 02, 2017 |
Concentration risk, percentage | 100.00% | ||||||
FDIC insured amount | $ 250 | ||||||
Accumulated deficit | 38,304 | $ 19,050 | $ 775 | ||||
Advertising Cost | |||||||
Net loss | 20,029 | 6,235 | |||||
Unpaid payroll taxes | 2,200 | ||||||
Stock purchase amount | $ 3,338 | 2,628 | |||||
Debt maturity date | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Apr. 30, 2017 | |||
Annual revenues | $ 243,409 | $ 12,269 | |||||
Backlog of future orders to fulfilled in the next twelve months | 130,995 | ||||||
Master Service Agreements [Member] | |||||||
Cash | 19,000 | ||||||
Benchmark Builders Inc [Member] | |||||||
Stock purchase amount | $ 10,100 | ||||||
Debt maturity date | Mar. 31, 2019 | ||||||
Benchmark Builders Inc [Member] | Debt One [Member] | |||||||
Sale of stock consideration to be received on transaction | 50,000 | ||||||
Benchmark Builders Inc [Member] | Debt Two [Member] | |||||||
Stock purchase amount | $ 7,500 | ||||||
Debt maturity date | Oct. 20, 2018 | ||||||
Benchmark Builders Inc [Member] | Debt Three [Member] | |||||||
Stock purchase amount | $ 12,500 | ||||||
Debt maturity date | Apr. 20, 2019 | ||||||
Benchmark Builders Inc [Member] | Debt Four [Member] | |||||||
Stock purchase amount | $ 30,000 | ||||||
Debt maturity date | Apr. 20, 2020 | ||||||
ASU 2017-11 [Member] | |||||||
Accumulated deficit | $ 775 | $ (775) |
Summary of Significant Polici47
Summary of Significant Policies - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Uncompleted contracts | $ 39,612 | |
Completed contracts | 8,555 | |
Accounts receivable | 4,510 | 1,853 |
Unbilled receivable | 10,077 | 5,286 |
Allowance for doubtful accounts | (555) | (119) |
Accounts receivable, net | $ 62,199 | 7,020 |
Predecessor [Member] | ||
Uncompleted contracts | 24,046 | |
Completed contracts | 27,825 | |
Accounts receivable | ||
Unbilled receivable | ||
Allowance for doubtful accounts | (170) | |
Accounts receivable, net | $ 51,701 |
Summary of Significant Polici48
Summary of Significant Policies - Schedule of Concentration Credit Risk Percentage (Details) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | $ 243,409 | $ 12,269 | |
Concentration risk percentage | 100.00% | ||
Accounts Receivable | $ 4,510 | 1,853 | |
Predecessor [Member] | |||
Revenues | $ 42,089 | 386,923 | |
Accounts Receivable | |||
Revenue [Member] | Customer A [Member] | |||
Revenues | $ 46,727 | ||
Concentration risk percentage | 21.00% | 0.00% | |
Revenue [Member] | Customer A [Member] | Predecessor [Member] | |||
Revenues | $ 12,541 | $ 97,449 | |
Concentration risk percentage | 31.00% | 25.00% | |
Revenue [Member] | Customer B [Member] | |||
Revenues | $ 29,971 | ||
Concentration risk percentage | 13.00% | 0.00% | |
Revenue [Member] | Customer B [Member] | Predecessor [Member] | |||
Revenues | $ 7,439 | $ 88,630 | |
Concentration risk percentage | 19.00% | 23.00% | |
Revenue [Member] | Customer C [Member] | |||
Revenues | $ 6,333 | ||
Concentration risk percentage | 0.00% | 52.00% | |
Revenue [Member] | Customer C [Member] | Predecessor [Member] | |||
Revenues | $ 6,381 | $ 40,857 | |
Concentration risk percentage | 16.00% | 11.00% | |
Revenue [Member] | Customer D [Member] | |||
Revenues | $ 1,805 | ||
Concentration risk percentage | 0.00% | 14.00% | |
Accounts Receivable [Member] | Customer A [Member] | |||
Concentration risk percentage | 20.00% | 0.00% | |
Accounts Receivable | $ 7,513 | ||
Accounts Receivable [Member] | Customer A [Member] | Predecessor [Member] | |||
Concentration risk percentage | 19.00% | ||
Accounts Receivable | $ 10,085 | ||
Accounts Receivable [Member] | Customer B [Member] | |||
Concentration risk percentage | 49.00% | 0.00% | |
Accounts Receivable | $ 18,477 | ||
Accounts Receivable [Member] | Customer B [Member] | Predecessor [Member] | |||
Concentration risk percentage | 17.00% | ||
Accounts Receivable | $ 9,009 | ||
Accounts Receivable [Member] | Customer C [Member] | |||
Concentration risk percentage | 0.00% | 66.00% | |
Accounts Receivable | $ 4,625 | ||
Accounts Receivable [Member] | Customer C [Member] | Predecessor [Member] | |||
Concentration risk percentage | 15.00% | ||
Accounts Receivable | $ 7,721 |
Summary of Significant Polici49
Summary of Significant Policies - Schedule of Fair Value of Warrants (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Warrant derivative liability | $ (594) | ||
Fair Value, Inputs, Level 1 [Member] | |||
Warrant derivative liability | |||
Fair Value, Inputs, Level 2 [Member] | |||
Warrant derivative liability | |||
Level 3 [Member] | |||
Warrant derivative liability |
Summary of Significant Polici50
Summary of Significant Policies - Schedule of Change in Fair Value of Warrant (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Accounting Policies [Abstract] | |||
Balance January 1 | $ 594 | ||
Warrants issued in conjunction with financings | 181 | 529 | |
Change in warrant fair value market valuation | 65 | ||
Reclassification of warrant liability to equity | [1] | (775) | |
Balance December 31 | $ 594 | ||
[1] | During the fourth quarter of 2017, the Company elected to adopted ASU 2017-11 by applying ASU 2017-11 retrospectively to outstanding financial instruments with down round features by means of a cumulative-effect adjustment to the Company’s beginning accumulated deficit of $775 as of January 1, 2017. The Company calculates the fair value at inception and records the warrant on the consolidated balance sheet in additional paid in capital. |
Summary of Significant Polici51
Summary of Significant Policies - Schedule of Change in Fair Value of Warrant (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Jan. 02, 2017 | Dec. 31, 2016 |
Accumulated deficit | $ (38,304) | $ (775) | $ (19,050) |
ASU 2017-11 [Member] | |||
Accumulated deficit | $ (775) | $ 775 |
Summary of Significant Polici52
Summary of Significant Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 1,199,247 | 801,518 |
Series A Convertible Preferred Stock [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 27,523 | 26,687 |
Series A-1 Convertible Preferred Stock [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 17,464 | 15,746 |
Common Stock Warrants [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 979,925 | 669,925 |
Restricted Stock Units (RSUs) [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 126,465 | 89,160 |
Options [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Total potentially dilutive shares | 47,870 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) $ in Thousands | Apr. 20, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | Apr. 20, 2017 | Oct. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Debt maturity date | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Apr. 30, 2017 | |||
Business combination goodwill | $ 35,672 | ||||||
Benchmark [Member] | |||||||
Business combination goodwill | $ 32,527 | $ 32,527 | |||||
Amortized period | 15 years | ||||||
Business combination revenues | 222,866 | ||||||
Business combination net income | $ 10,242 | ||||||
Adjustment of amortization expense | 8,976 | ||||||
Business combination transaction costs | $ 1,666 | ||||||
Stock Purchase Agreement [Member] | Benchmark [Member] | |||||||
Cash consideration | $ 17,250 | ||||||
Common stock fair value | 1,069,538 | ||||||
Value of common stock issued for acquisition | $ 21,658 | ||||||
Stock Purchase Agreement Amendment [Member] | Lateral Investment Management [Member] | |||||||
Cash consideration | $ 10,110 | ||||||
Debt maturity date | Mar. 31, 2019 | ||||||
Stock Purchase Agreement Amendment [Member] | Series A Notes [Member] | |||||||
Cash consideration | $ 12,500 | ||||||
Debt maturity date | Apr. 20, 2019 | ||||||
Stock Purchase Agreement Amendment [Member] | Series B Notes [Member] | |||||||
Cash consideration | $ 30,000 | ||||||
Debt maturity date | Apr. 20, 2020 | ||||||
Stock Purchase Agreement Amendment [Member] | Series C Notes [Member] | |||||||
Cash consideration | $ 7,500 | ||||||
Debt maturity date | Oct. 20, 2018 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration for Acquisition of Benchmark (Details) - Benchmark Acquisition [Member] $ in Thousands | Apr. 20, 2017USD ($) | |
Merger consideration | $ 74,245 | |
Less: Receivable from Benchmark | (500) | |
Cash Consideration [Member] | ||
Merger consideration | 17,250 | |
Shares of Common Stock [Member] | ||
Merger consideration | 21,658 | |
Series A Notes [Member] | ||
Merger consideration | 11,263 | [1] |
Series B Notes [Member] | ||
Merger consideration | $ 24,574 | [1] |
[1] | Series A and B notes were recorded at fair value. |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill | $ 35,672 | ||
Benchmark Acquisition [Member] | |||
Cash | $ 2,416 | ||
Accounts receivable | 14,625 | ||
Other current assets | 10,272 | ||
Property and equipment | 47 | ||
Total identifiable assets acquired | 27,360 | ||
Contracts in progress | 10,632 | ||
Trademarks and tradenames | 2,749 | ||
Customer relationships | 22,743 | ||
Non-compete | 548 | ||
Total fair value of identified intangible assets | 36,672 | ||
Goodwill | 32,527 | ||
Total Assets Acquired | 97,949 | ||
Accounts payable | 15,393 | ||
Accrued expenses and other current liabilities | 8,311 | ||
Total liabilities assumed | 23,704 | ||
Total consideration transferred | $ 74,245 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisition Pro Forma Information (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
2017 Supplemental Pro Forma From January 1, 2017 Through December 31, 2017 [Member] | |
Revenue | $ | $ 285,498 |
Net Loss | $ | $ (9,063) |
Loss Per Share | $ / shares | $ (2.14) |
Weighted Average Shares | $ / shares | $ 4,973,910 |
2016 Supplemental Pro Forma From January 1, 2016 Through December 31, 2016 [Member] | |
Revenue | $ | $ 317,068 |
Net Loss | $ | $ (2,634) |
Loss Per Share | $ / shares | $ (2.37) |
Weighted Average Shares | $ / shares | $ 623,768 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other receivables, net of reserves of $450 and $150, respectively | $ 874 | $ 1,233 |
Prepaid insurance | 1,398 | 45 |
Prepaid city and state taxes | 2,318 | |
Prepaid contract costs for work in process | 64 | 409 |
Prepaid operating expenses | 2,602 | 1,146 |
Other current assets | $ 7,256 | 2,833 |
Predecessor [Member] | ||
Other receivables, net of reserves of $450 and $150, respectively | 350 | |
Prepaid insurance | 2,824 | |
Prepaid city and state taxes | ||
Prepaid contract costs for work in process | ||
Prepaid operating expenses | ||
Other current assets | $ 3,174 |
Other Current Assets - Schedu58
Other Current Assets - Schedule of Other Current Assets (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Other receivables reserves | $ 450 | $ 150 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | ||
Apr. 21, 2017 | Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 870 | $ 516 | ||
Predecessor [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 11 | $ 6 | $ 19 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,639 | $ 4,280 |
Less: accumulated depreciation | (1,684) | (813) |
Property, plant and equipment, net | 7,955 | 3,467 |
Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | (438) | (232) |
Property, plant and equipment, net | 1,110 | 1,181 |
Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 158 | |
Less: accumulated depreciation | (135) | |
Property, plant and equipment, net | 23 | |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,686 | 1,596 |
Machinery and Equipment [Member] | Assets Held under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,548 | 1,413 |
Machinery and Equipment [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21 | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 6 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 8 years | |
Vehicles and Trailers [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 2,276 | 1,925 |
Vehicles and Trailers [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | ||
Vehicles and Trailers [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 7 years | |
Vehicles and Trailers [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 10 years | |
Network Services Platform [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years | |
Property, plant and equipment, gross | $ 4,884 | 434 |
Network Services Platform [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | ||
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 793 | 325 |
Computer Equipment and Software [Member] | Predecessor [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 137 | |
Computer Equipment and Software [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 2 years | |
Computer Equipment and Software [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life of property and equipment | 5 years |
Intangible Assets and Goodwil61
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization expenses | $ 8,976 | $ 0 |
Operating Expense [Member] | ||
Amortization expenses | 2,595 | |
Cost of Revenues [Member] | ||
Amortization expenses | $ 6,379 |
Intangible Assets and Goodwil62
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Gross Carrying Amount | $ 72,344 |
Accumulated Amortization | 8,976 |
Net Carrying Amount | $ 63,368 |
Contracts in Progress [Member] | |
Weighted average remaining useful life (Months) | 9.7 (Months) |
Trademarks and Tradenames [Member] | |
Weighted average remaining useful life (Months) | 75.7 (Months) |
Customer Relationships [Member] | |
Weighted average remaining useful life (Months) | 75.7 (Months) |
Non-compete [Member] | |
Weighted average remaining useful life (Months) | 51.7 (Months) |
Indefinite-lived Intangible Assets [Member] | Goodwill [Member] | |
Gross Carrying Amount | $ 35,672 |
Accumulated Amortization | |
Net Carrying Amount | 35,672 |
Definite Intangible Assets [Member] | |
Gross Carrying Amount | 36,672 |
Accumulated Amortization | 8,976 |
Net Carrying Amount | 27,696 |
Definite Intangible Assets [Member] | Contracts in Progress [Member] | |
Gross Carrying Amount | 10,632 |
Accumulated Amortization | 6,379 |
Net Carrying Amount | 4,253 |
Definite Intangible Assets [Member] | Trademarks and Tradenames [Member] | |
Gross Carrying Amount | 2,749 |
Accumulated Amortization | 272 |
Net Carrying Amount | 2,477 |
Definite Intangible Assets [Member] | Customer Relationships [Member] | |
Gross Carrying Amount | 22,743 |
Accumulated Amortization | 2,247 |
Net Carrying Amount | 20,496 |
Definite Intangible Assets [Member] | Non-compete [Member] | |
Gross Carrying Amount | 548 |
Accumulated Amortization | 78 |
Net Carrying Amount | $ 470 |
Intangible Assets and Goodwil63
Intangible Assets and Goodwill - Schedule of Future Amortization Expenses (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Total | $ 63,368 |
Future Projected Annual Amortization [Member] | |
2,018 | 8,004 |
2,019 | 3,751 |
2,020 | 3,751 |
2,021 | 3,751 |
2,022 | 3,676 |
Thereafter | 4,763 |
Total | $ 27,696 |
Accrued Expenses and Other Cu64
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | |
Accrued interest payable | [1] | $ 1,568 | $ 365 |
Accrued dividends payable | 611 | 531 | |
Accrued compensation expense | [2] | 2,503 | 2,300 |
Accrued bonuses | 2,587 | ||
Accrued taxes | 182 | ||
Other accrued expense | 2,523 | 6 | |
Accrued expenses, current | $ 9,973 | 3,202 | |
Predecessor [Member] | |||
Accrued interest payable | [1] | ||
Accrued dividends payable | |||
Accrued compensation expense | [2] | 2,018 | |
Accrued bonuses | |||
Accrued taxes | 362 | ||
Other accrued expense | 3,320 | ||
Accrued expenses, current | $ 5,700 | ||
[1] | Accrued interest payable as of December 31, 2017 and 2016 includes approximately $300 of estimated penalties and interest associated with prior period unpaid payroll taxes. | ||
[2] | Accrued compensation includes $1,863 in both December 31, 2017 and 2016, associated with prior period unpaid payroll taxes. |
Accrued Expenses and Other Cu65
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Estimated penalties and interest | $ 300 | $ 300 |
Accrued payroll taxes | $ 1,863 | 1,863 |
Predecessor [Member] | ||
Estimated penalties and interest | 300 | |
Accrued payroll taxes | $ 1,863 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 12 Months Ended | |||||||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2017 | Oct. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Oct. 28, 2015 | |
Debt instrument face amount | $ 45,933 | $ 1,600,000 | $ 1,600,000 | $ 1,500,000 | ||||
Deferred financing cost | $ 4,995,000 | $ 620,000 | ||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||
Promissory note | $ (10,488,000) | $ (3,444,000) | ||||||
Stock issued during period, shares, new issues | ||||||||
Stock issued during period, value, new issues | $ 27,000 | 2,628,000 | ||||||
Unamortized discounts | 0 | $ 182,000 | ||||||
29 Promissory Notes [Member] | ||||||||
Debt instrument face amount | 6,877,000 | |||||||
Debt original issue discount | 546,000 | |||||||
Deferred financing cost | $ 115,000 | |||||||
Debt maturity description | mature between September 2017 and August 2020 | |||||||
Repayments of debt | $ 1,453,000 | |||||||
Stock issued during period, shares, new issues | 3,652,640 | |||||||
Stock issued during period, value, new issues | $ 937,000 | |||||||
29 Promissory Notes [Member] | Minimum [Member] | ||||||||
Debt instrument, interest rate, stated percentage | 4.00% | |||||||
29 Promissory Notes [Member] | Maximum [Member] | ||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||
Promissory Notes Payable [Member] | ||||||||
Deferred financing cost | $ 17,000 | |||||||
Promissory note | 4,824,000 | |||||||
Unamortized discounts | $ 62,000 |
Debt - Schedule of Outstanding
Debt - Schedule of Outstanding Promissory Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 |
Total Notes payables | $ 15,621 | $ 10,900 | ||
Less: Original issue discount and deferred financing costs | (3,138) | (926) | ||
Notes payable, net of original issue discount and deferred financing costs | 12,483 | 9,974 | ||
Less: Current portion | (10,488) | (3,444) | ||
Total Notes non-current portion | 1,995 | 6,530 | $ 5,000 | $ 5,000 |
Vendor Notes [Member] | ||||
Total Notes payables | 890 | 1,337 | ||
Short-term Agreements [Member] | ||||
Total Notes payables | 7,315 | |||
Other Notes Payable [Member] | ||||
Total Notes payables | 5,094 | |||
Short-term Notes Payable Bearing Interest [Member] | ||||
Total Notes payables | 5,214 | 2,000 | ||
Obligations Under Capital Leases [Member] | ||||
Total Notes payables | 695 | 961 | ||
Various Equipment Notes [Member] | ||||
Total Notes payables | $ 1,507 | $ 1,508 |
Debt - Schedule of Principal Pa
Debt - Schedule of Principal Payments for Borrowings (Details) - Notes Payable [Member] $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 13,590 |
2,019 | 774 |
2,020 | 662 |
2,021 | 366 |
2,022 | 177 |
Thereafter | 52 |
Total | $ 15,621 |
Senior Debt (Details Narrative)
Senior Debt (Details Narrative) - USD ($) | Apr. 20, 2017 | Oct. 28, 2015 | Nov. 30, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Oct. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 |
Line of credit | $ 8,000,000 | |||||||||
Debt instrument, interest rate, stated percentage | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||
Original issue discount | $ 437,000 | |||||||||
Amortization of debt discount | 5,167,000 | $ 219,000 | ||||||||
Unamortized discount | 0 | 182,000 | ||||||||
Short-term loan | 1,995,000 | 6,530,000 | $ 5,000,000 | $ 5,000,000 | ||||||
Debt instrument face amount | $ 1,600,000 | $ 1,500,000 | $ 1,600,000 | $ 45,933 | ||||||
Debt maturity date | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Apr. 30, 2017 | ||||||
Stock purchase amount | $ 3,338,000 | 2,628,000 | ||||||||
Deferred financing cost | $ 4,995,000 | 620,000 | ||||||||
Stock issued during period, shares, new issues | ||||||||||
Stock issued during period, value, new issues | $ 27,000 | 2,628,000 | ||||||||
Extension fee | $ 480,000 | |||||||||
Common shares reclassified from temporary equity, shares | ||||||||||
Common shares reclassified from temporary equity | $ 438,000 | |||||||||
Amendment No 3 [Member] | ||||||||||
Amortization of debt discount | 2,048,000 | |||||||||
Unamortized discount | $ 3,601,000 | |||||||||
Benchmark Builders Inc [Member] | ||||||||||
Debt maturity date | Mar. 31, 2019 | |||||||||
Credit facility | $ 11,480,000 | |||||||||
Stock purchase amount | $ 10,100,000 | |||||||||
Stock issued during period, shares, new issues | 256,801 | |||||||||
Stock issued during period, value, new issues | $ 5,649,000 | |||||||||
Senior Lender [Member] | ||||||||||
Common shares reclassified from temporary equity, shares | 444,275 | |||||||||
Common shares reclassified from temporary equity | $ 438,000 | |||||||||
PIK [Member] | ||||||||||
Debt instrument, interest rate, stated percentage | 4.00% | 4.00% | ||||||||
Senior Debt [Member] | ||||||||||
Amortization of debt discount | 548,000 | |||||||||
Unamortized discount | 1,300,000 | |||||||||
Debt instrument face amount | 1,848,000 | |||||||||
Deferred financing cost | (431,000) | (620,000) | ||||||||
Senior Debt One [Member] | ||||||||||
Amortization of debt discount | 786,000 | 522,000 | ||||||||
Unamortized discount | 431,000 | 620,000 | ||||||||
Deferred financing cost | $ 598,000 | $ 875,000 | ||||||||
Series D Convertible Preferred Stock [Member] | ||||||||||
Preferred stock issued shares | 163,441 | |||||||||
Series F Convertible Preferred Stock [Member] | ||||||||||
Preferred stock issued shares | 391,903 | |||||||||
Payment in Kind (PIK) Note [Member] | ||||||||||
Debt instrument, interest rate, stated percentage | 4.00% |
Senior Debt - Schedule of Senio
Senior Debt - Schedule of Senior Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Less: Deferred financing cost | $ 4,995 | $ 620 |
Senior Debt [Member] | ||
Senior note payable | 29,475 | 8,378 |
Less: Original issue discount | (4,901) | (182) |
Less: Deferred financing cost | (431) | (620) |
Total Senior Debt, non-current portion | $ 24,143 | $ 7,576 |
Senior Debt - Schedule of Princ
Senior Debt - Schedule of Principal Payments for Borrowings - Senior Debt (Details) - Secured Debt [Member] $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | |
2,019 | 29,475 |
2,020 | |
2,021 | |
2,022 | |
Thereafter | |
Total | $ 29,475 |
Benefit Plans (Details Narrativ
Benefit Plans (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Defined contribution plan expenses | $ 50 | $ 35 |
Predecessor [Member] | ||
Defined contribution plan expenses | 721 | 564 |
Cash balance plan expenses | $ 808 | $ 744 |
Related Party (Details Narrativ
Related Party (Details Narrative) - USD ($) | Apr. 20, 2017 | Nov. 30, 2017 | Mar. 31, 2017 | Apr. 20, 2017 | Oct. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Oct. 28, 2015 |
Debt obligation | $ 345 | $ 298 | ||||||||
Due to related party | 100,000 | |||||||||
Stock issued during period, shares, new issues | ||||||||||
Stock issued during period, value, new issues | $ 27,000 | $ 2,628,000 | ||||||||
Debt instrument face amount | $ 1,600,000 | $ 1,500,000 | $ 1,600,000 | $ 45,933 | ||||||
Debt instrument maturity date | Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2019 | Apr. 30, 2017 | ||||||
Debt interest rate | 12.00% | 12.00% | 12.00% | 12.00% | 12.00% | |||||
Predecessor [Member] | ||||||||||
Due to related party | ||||||||||
HKSE Inc. [Member] | Predecessor [Member] | ||||||||||
Commissions received | $ 285 | $ 0 | 13,303 | |||||||
Series A Convertible Promissory Note [Member] | ||||||||||
Debt instrument face amount | $ 12,500 | $ 12,500 | ||||||||
Debt instrument maturity date | Apr. 20, 2019 | |||||||||
Debt interest rate | 5.00% | 5.00% | ||||||||
Interest expense | 443 | |||||||||
Accrued interest | 443 | |||||||||
Debt conversion price | $ 11.88 | $ 11.88 | ||||||||
Series B Convertible Promissory Note [Member] | ||||||||||
Debt instrument face amount | $ 30,000 | $ 30,000 | ||||||||
Debt instrument maturity date | Apr. 20, 2020 | |||||||||
Debt interest rate | 3.00% | 3.00% | ||||||||
Interest expense | 634 | |||||||||
Accrued interest | 634 | |||||||||
Series C Convertible Promissory Note [Member] | ||||||||||
Debt instrument face amount | $ 7,500 | $ 7,500 | ||||||||
Debt instrument maturity date | Oct. 20, 2018 | |||||||||
Debt interest rate | 3.00% | 3.00% | ||||||||
Interest expense | 153 | |||||||||
Accrued interest | 153 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Advances from officers | 536 | 504 | ||||||||
Payments for debt obligation | 12 | 58 | ||||||||
Chief Financial Officer [Member] | ||||||||||
Advances from officers | 150 | |||||||||
Payments for debt obligation | 14 | 58 | ||||||||
Debt obligation | 562 | $ 321 | ||||||||
Chris Ferguson [Member] | ||||||||||
Advances from officers | 142 | |||||||||
Due to related party | $ 47 | |||||||||
Board of Director [Member] | ||||||||||
Stock issued during period, shares, new issues | 6,800 | |||||||||
Stock issued during period, value, new issues | $ 75 | |||||||||
Accrued directors fees | $ 75 | |||||||||
Former Owners [Member] | ||||||||||
Stock issued during period, shares, new issues | 1,069,538 | |||||||||
Stock issued during period, value, new issues | $ 21,658 |
Related Party - Schedule of Not
Related Party - Schedule of Notes Issued to Related Parties (Details) - USD ($) | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 30, 2017 | Mar. 31, 2017 |
Related party notes gross | $ 50,978 | |||
Less discount on related party notes | (5,045) | |||
Total notes issued to related parties in connection with Benchmark acquisition | 45,933 | $ 1,600,000 | $ 1,600,000 | $ 1,500,000 |
Series A Convertible Notes [Member] | ||||
Related party notes gross | 12,942 | |||
Series B Convertible Notes [Member] | ||||
Related party notes gross | 30,633 | |||
Series C Convertible Notes [Member] | ||||
Related party notes gross | $ 7,403 |
Related Party - Schedule of Pri
Related Party - Schedule of Principal Payments for Borrowings - Related Parties (Details) | Dec. 31, 2017USD ($) |
Related Party Transactions [Abstract] | |
2,018 | $ 7,403 |
2,019 | 12,942 |
2,020 | 30,633 |
2,021 | |
2,022 | |
Thereafter | |
Total | $ 50,978 |
Commitments and Contingencies76
Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands | Sep. 27, 2016 | Jun. 13, 2014 | Jun. 02, 2014 | Dec. 31, 2017 | Dec. 31, 2016 |
Operating leases, rent expense | $ 1,167 | $ 591 | |||
Chief Executive Officer [Member] | |||||
Salary compensation | $ 250 | ||||
Lease expiration term, description | through June 13, 2019 | ||||
Chief Financial Officer [Member] | |||||
Salary compensation | $ 120 | ||||
Chief Operating Officer [Member] | |||||
Salary compensation | $ 250 | ||||
Lease expiration term, description | The employment agreement began on May 16, 2016 and expires on May 16, 2019 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 1,020 |
2,019 | 917 |
2,020 | 802 |
2,021 | 656 |
2,022 | 131 |
Thereafter | |
Total Lease Obligations | $ 3,526 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 4 Months Ended | 12 Months Ended | |
Apr. 20, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax examination | On December 22, 2017, new legislation was signed into law, informally titled the Tax Cuts and Jobs Act, which included, among other things, a provision to reduce the federal corporate income tax rate to 21%. Under ASC 740, Accounting for Income Taxes, the enactment of the Tax Act also requires companies, to recognize the effects of changes in tax laws and rates on deferred tax assets and liabilities and the retroactive effects of changes in tax laws in the period in which the new legislation is enacted. There is no further change to its assertion on maintaining a full valuation allowance against its U.S. deferred tax assets. The Companys gross deferred tax assets have been revalued from 34% to 21% with a corresponding offset to the valuation allowance and any potential other taxes arising due to the Tax Act will result in reductions to its net operating loss carryforward and valuation allowance. | ||
Deferred tax gross | $ 9,425,000 | $ 5,790,000 | |
Deferred tax liability | 560,000 | ||
Deferred tax assets, net | 8,600,000 | 5,300,000 | |
Valuation allowances | 9,103,000 | 5,282,000 | |
Change in valuation allowance | 1,958,000 | ||
Operating loss carryforwards | $ 27,400,000 | $ 14,100,000 | |
Operating loss carryforwards expiration period | 2,032 | ||
Income tax description | Ownership in excess of 50% over a three-year period | ||
Percentage of effective local tax rate | 4.20% | 1.00% | |
Predecessor [Member] | |||
Local income taxes | $ 240,000 | $ 1,316,000 | |
Percentage of effective local tax rate | 48.60% | 7.50% | |
Beacon Merger [Member] | |||
Operating loss carryforwards | $ 25,000,000 | ||
Maximum [Member] | |||
Change in valuation allowance | $ 3,800,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State and local | ||
Current Income Tax Expense (Benefit), Total | ||
Deferred: Federal | 346,000 | 1,902,000 |
Deferred: State and local | 214,000 | 56,000 |
Deferred Income Tax Expense (Benefit), Total | (599,000) | |
Change in valuation allowance | (1,958,000) | |
Income tax provision (benefit) | $ (560,000) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 6,081,000 | $ 4,937,000 |
Accrued liabilities | 1,528,000 | 800,000 |
Reserves | 222,000 | 525,000 |
Stock-based compensation | 604,000 | |
Intangible assets | 990,000 | |
Gross deferred tax assets | 9,425,000 | 5,790,000 |
Valuation allowance | (9,103,000) | (5,282,000) |
Gross deferred tax assets after valuation allowance | 322,000 | 508,000 |
Deferred tax liability - goodwill | (560,000) | |
Deferred tax liability - Property and equipment | (322,000) | (508,000) |
Net deferred tax assets | $ 8,600,000 | $ 5,300,000 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S federal statutory rate | 34.00% | 34.00% |
State income taxes, net of federal benefit | 4.20% | 1.00% |
Nondeductible - meals & entertainment | (0.30%) | (3.50%) |
Warrant derivative gains or losses | 2.10% | 0.00% |
Impact of tax law change | (24.10%) | 0.00% |
Change in valuation allowance | (19.60%) | (31.50%) |
Other | 0.80% | |
Effective tax rate | (2.90%) | 0.00% |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 31, 2017 | Nov. 11, 2017 | Nov. 06, 2017 | Dec. 31, 2016 | May 26, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, shares authorized | 8,000,000 | 200,000,000 | 8,000,000 | 8,000,000 | 8,000,000 | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Common stock, shares, issued | 5,798,281 | 3,120,795 | 5,798,281 | 3,120,795 | |||
Common stock, shares, outstanding | 5,798,281 | 3,120,795 | 5,798,281 | 3,120,795 | |||
Number of shares issued for settlement of legal matter, shares | 9,181 | ||||||
Number of shares issued for settlement of legal matter | $ 125,000 | ||||||
Stock issued during period, shares, new issues | |||||||
Stock issued during period, value, new issues | $ 27,000 | $ 2,628,000 | |||||
Number of common stock shares issued for services | |||||||
Fair value of common stock shares issued for services | $ 1,682,000 | 446,000 | |||||
Common shares reclassified from temporary equity, shares | |||||||
Common shares reclassified from temporary equity | $ 438,000 | ||||||
Preferred stock, voting rights | 20 Votes | ||||||
Stockholders' equity note, stock split | 1 for 25 reverse split | 25-for-1 reverse stock split | |||||
Preferred stock dividend | $ 80,000 | 80,000 | |||||
Employment Agreements [Member] | |||||||
Fair value of vested | 1,573,000 | 327,000 | |||||
Fair value of Non-vested | $ 4,040,000 | $ 2,242,000 | |||||
Employees [Member] | |||||||
Number of common stock issued to employees | 247,351 | 269,000 | |||||
Fair value of common stock issued to employees | $ 4,300,000 | $ 2,829,000 | |||||
Common Stock [Member] | |||||||
Stock issued during period, shares, new issues | 371,234 | ||||||
Stock issued during period, value, new issues | $ 3,552,000 | ||||||
Number of common stock shares issued for services | 119,525 | ||||||
Fair value of common stock shares issued for services | |||||||
Common shares reclassified from temporary equity, shares | 444,275 | ||||||
Common shares reclassified from temporary equity | $ 1,000 | ||||||
Common Stock [Member] | Investor Relation [Member] | |||||||
Number of common stock shares issued for services | 10,951 | ||||||
Fair value of common stock shares issued for services | $ 183,000 | ||||||
Common Stock [Member] | Settlement Debt [Member] | |||||||
Number of shares issued for settlement of debt, shares | 3,809,389 | ||||||
Number of shares issued for settlement of debt | $ 1,798,438 | ||||||
Common Stock [Member] | Consulting Agreement [Member] | |||||||
Stock issued during period, shares, new issues | 119,525 | ||||||
Stock issued during period, value, new issues | $ 1,682,000 | ||||||
Common Stock [Member] | Employment Agreements [Member] | |||||||
Number of common stock shares issued for services | 123,320 | ||||||
Fair value of common stock shares issued for services | $ 3,044,000 | ||||||
Common Stock [Member] | Individual Investors [Member] | |||||||
Stock issued during period, shares, new issues | 221,511 | ||||||
Stock issued during period, value, new issues | $ 2,712,000 | ||||||
Common Stock [Member] | Employees [Member] | |||||||
Number of common stock shares issued for services | 167,206 | ||||||
Fair value of common stock shares issued for services | $ 3,862,000 | ||||||
Common Stock [Member] | Several Employees [Member] | |||||||
Stock issued during period, shares, new issues | 5,029,000 | ||||||
Stock issued during period, value, new issues | $ 2,569,800 | ||||||
Grant fair value remains unvested | 2,305,040 | ||||||
Common Stock [Member] | Consultant [Member] | |||||||
Number of common stock shares issued for services | 841,500 | ||||||
Fair value of common stock shares issued for services | $ 445,800 | ||||||
Common Stock [Member] | Individual Investor [Member] | |||||||
Number of common stock shares issued for services | 7,594,999 | ||||||
Fair value of common stock shares issued for services | $ 2,628,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred stock dividend | $ 50,000 | $ 50,000 | |||||
Series G Preferred Stock [Member] | |||||||
Conversion of converted shares | 100 | ||||||
Series E Preferred Stock [Member] | |||||||
Excess of stock authorized | 1,780 | 1,780 | |||||
Pre-Stock Split [Member] | |||||||
Stock issued during period, shares, stock splits | 400 | ||||||
Stockholders' equity note, stock split | 1-for-20 reverse stock split | ||||||
Post-Stock Split [Member] | |||||||
Stock issued during period, shares, stock splits | 20 | ||||||
Series A Convertible Preferred Stock [Member] | |||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock shares designated | 4,500 | 4,500 | 4,500 | 4,500 | |||
Preferred stock, shares issued | 500 | 500 | 500 | 500 | |||
Preferred stock, shares outstanding | 500 | 500 | 500 | 500 | |||
Preferred stock, dividend rate, percentage | 10.00% | ||||||
Preferred stock, liquidation fee, percentage | 110.00% | ||||||
Series A-1 Convertible Preferred Shares [Member] | |||||||
Preferred stock, par or stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Preferred stock shares designated | 1,000 | 1,000 | 1,000 | 1,000 | |||
Preferred stock, shares issued | 295 | 295 | 295 | 295 | |||
Preferred stock, shares outstanding | 295 | 295 | 295 | 295 | |||
Preferred stock, dividend rate, percentage | 10.00% | ||||||
Preferred stock, liquidation fee, percentage | 125.00% | ||||||
Series D Convertible Preferred Stock [Member] | |||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock shares designated | 80,000 | 80,000 | 80,000 | 80,000 | |||
Stockholders' equity note, stock split | effect of a 1-for-20 reverse stock split | ||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||
Conversion of converted shares | 20 | ||||||
Series F Convertible Preferred Stock [Member] | |||||||
Preferred stock shares designated | 1,980,000 | 1,980,000 | |||||
Stockholders' equity note, stock split | 1-for-20 reverse stock split | ||||||
Preferred stock, shares issued | |||||||
Preferred stock, shares outstanding | |||||||
Conversion of converted shares | 20 | 20 | |||||
Series G Convertible Preferred Stock [Member] | |||||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Preferred stock shares designated | 1,780 | 1,780 | 1,780 | 1,780 | |||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||
Parent Company [Member] | |||||||
Common stock, shares authorized | 8,000,000 | 8,000,000 | |||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par or stated value per share | $ 0.01 | $ 0.01 | |||||
Parent Company [Member] | Series A Preferred Stock [Member] | |||||||
Preferred stock shares designated | 4,500 | 4,500 | |||||
Parent Company [Member] | Series A-1 Preferred Stock [Member] | |||||||
Preferred stock shares designated | 1,000 | 1,000 | |||||
Parent Company [Member] | Series B Preferred Stock [Member] | |||||||
Preferred stock shares designated | 4,000 | 4,000 | |||||
Parent Company [Member] | Series C-1 Preferred Stock [Member] | |||||||
Preferred stock shares designated | 400 | 400 | |||||
Parent Company [Member] | Series C-2 Preferred Stock [Member] | |||||||
Preferred stock shares designated | 2,000 | 2,000 | |||||
Parent Company [Member] | Series C-3 Preferred Stock [Member] | |||||||
Preferred stock shares designated | 110 | 110 | |||||
Parent Company [Member] | Series D Preferred Stock [Member] | |||||||
Preferred stock shares designated | 2,000,000 | 2,000,000 | |||||
Parent Company [Member] | Series F Preferred Stock [Member] | |||||||
Preferred stock shares designated | 1,980,000 | 1,980,000 | |||||
Parent Company [Member] | Series G Preferred Stock [Member] | |||||||
Preferred stock shares designated | 1,780 | 1,780 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Convertible Preferred Stock Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
Balance | $ (10,301) | $ (9,942) | [1] |
Stock Incentive to Investors | 35 | ||
Series F adjustment to transfer agent records | |||
Series F issued to directors and employees for compensation | 152 | ||
Conversion of Series D to Common Stock | |||
Conversion of Series F to Common Stock | |||
Balance | 8,033 | (10,301) | |
Series D Convertible Preferred Stock [Member] | |||
Balance | $ 18 | ||
Balance, shares | 1,830,759 | ||
Stock Incentive to Investors | |||
Stock Incentive to Investors, shares | |||
Series F adjustment to transfer agent records | |||
Series F adjustment to transfer agent records, shares | |||
Series F issued to directors and employees for compensation | |||
Series F issued to directors and employees for compensation, shares | |||
Conversion of Series D to Common Stock | $ (18) | ||
Conversion of Series D to Common Stock, shares | (1,830,759) | ||
Conversion of Series F to Common Stock | |||
Conversion of Series F to Common Stock, shares | |||
Balance | |||
Balance, shares | |||
Series F Convertible Preferred Stock [Member] | |||
Balance | $ 2 | ||
Balance, shares | 525,559 | ||
Stock Incentive to Investors | $ 3 | ||
Stock Incentive to Investors, shares | 285,664 | ||
Series F adjustment to transfer agent records | $ 1 | ||
Series F adjustment to transfer agent records, shares | 48,250 | ||
Series F issued to directors and employees for compensation | $ 2 | ||
Series F issued to directors and employees for compensation, shares | 231,041 | ||
Conversion of Series D to Common Stock | |||
Conversion of Series D to Common Stock, shares | |||
Conversion of Series F to Common Stock | $ (11) | ||
Conversion of Series F to Common Stock, shares | (1,090,514) | ||
Balance | |||
Balance, shares | |||
Preferred Stock [Member] | |||
Balance | $ 23 | ||
Balance, shares | 795 | 2,357,113 | |
Stock Incentive to Investors | $ 3 | ||
Stock Incentive to Investors, shares | 285,664 | ||
Series F adjustment to transfer agent records | $ 1 | ||
Series F adjustment to transfer agent records, shares | 48,250 | ||
Series F issued to directors and employees for compensation | $ 2 | ||
Series F issued to directors and employees for compensation, shares | 231,041 | ||
Conversion of Series D to Common Stock | $ (18) | ||
Conversion of Series D to Common Stock, shares | (1,830,759) | ||
Conversion of Series F to Common Stock | $ (11) | ||
Conversion of Series F to Common Stock, shares | (1,090,514) | ||
Balance | |||
Balance, shares | 795 | 795 | |
Series A Convertible Preferred Stock [Member] | |||
Balance | |||
Balance, shares | 500 | 500 | |
Stock Incentive to Investors | |||
Stock Incentive to Investors, shares | |||
Series F adjustment to transfer agent records | |||
Series F adjustment to transfer agent records, shares | |||
Series F issued to directors and employees for compensation | |||
Series F issued to directors and employees for compensation, shares | |||
Conversion of Series D to Common Stock | |||
Conversion of Series D to Common Stock, shares | |||
Conversion of Series F to Common Stock | |||
Conversion of Series F to Common Stock, shares | |||
Balance | |||
Balance, shares | 500 | 500 | |
Series A-1 Convertible Preferred Stock [Member] | |||
Balance | |||
Balance, shares | 295 | 295 | |
Stock Incentive to Investors | |||
Stock Incentive to Investors, shares | |||
Series F adjustment to transfer agent records | |||
Series F adjustment to transfer agent records, shares | |||
Series F issued to directors and employees for compensation | |||
Series F issued to directors and employees for compensation, shares | |||
Conversion of Series D to Common Stock | |||
Conversion of Series D to Common Stock, shares | |||
Conversion of Series F to Common Stock | |||
Conversion of Series F to Common Stock, shares | |||
Balance | |||
Balance, shares | 295 | 295 | |
[1] | Includes adjustment for the transfer agent shares effected for the 1 for 25 reverse split on November 11, 2017. |
Stockholders' Equity - Dividend
Stockholders' Equity - Dividends Preferred Stock (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Preferred stock dividends | $ 80,000 | $ 80,000 |
Series A Preferred Stock [Member] | ||
Preferred stock dividends | 50,000 | 50,000 |
Series A-1 Preferred Stock [Member] | ||
Preferred stock dividends | $ 30,000 | $ 30,000 |
Stockholders' Equity - Schedul
Stockholders' Equity - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued dividends payable | $ 611 | $ 531 |
Series A Preferred Stock [Member] | ||
Accrued dividends payable | 354 | 304 |
Series A-1 Preferred Stock [Member] | ||
Accrued dividends payable | $ 257 | $ 227 |
Stock-Based Awards (Details Nar
Stock-Based Awards (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Nov. 08, 2017 | |
Stock compensation expense related to the options | $ 108 | ||
Unrecognized compensation expense related to stock options | $ 167 | ||
Weighted-average number of years average remaining service periods for awards | 3 years 8 months 12 days | ||
Closing stock price per share | $ 9.92 | ||
Weighted-average grant-date fair value of option | $ 6.68 | ||
2017 Plan [Member] | |||
Common stock shares available for issuance | 2,952,130 | 3,000,000 |
Stock-Based Awards - Schedule o
Stock-Based Awards - Schedule of Fair Value Assumptions of Options (Details) | 12 Months Ended |
Dec. 31, 2017$ / shares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Weighted average fair value of stock options granted | $ 6.073 |
Risk-free interest rate | 1.98% |
Expected term (in years) | 5 years |
Expected volatility | 192.00% |
Expected dividends | 0.00% |
Stock-Based Awards - Schedule88
Stock-Based Awards - Schedule of Stock Option Award Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Weighted Average Exercise Price Granted | $ 6.68 |
Stock Option [Member] | |
Number of shares Outstanding at the beginning of the year | shares | |
Number of shares Granted | shares | 47,870 |
Number of shares Options exercised | shares | |
Number of shares Cancelled | shares | |
Number of shares Outstanding at the end of the year | shares | 47,870 |
Number of shares Exercisable at end of the year | shares | 12,750 |
Weighted Average Exercise Price Outstanding at the beginning of the year | |
Weighted Average Exercise Price Granted | 8.72 |
Weighted Average Exercise Price Options exercised | |
Weighted Average Exercise Price Cancelled | |
Weighted Average Exercise Price Outstanding at the end of the year | 8.72 |
Weighted Average Exercise Price Exercisable at end of the year | $ 8 |
Weighted Average Remaining Contractual Term Outstanding, Granted | 8 years 4 months 24 days |
Weighted Average Remaining Contractual Term Outstanding | 8 years 4 months 24 days |
Weighted Average Remaining Contractual Term Exercisable | 4 years 10 months 25 days |
Aggregate Intrinsic Value Outstanding | $ | $ 65 |
Aggregate Intrinsic Value Exercisable | $ | $ 24 |
Stock-Based Awards - Schedule89
Stock-Based Awards - Schedule of Warrants and Derivative Warrant Liability (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Warrant, Amount | $ 980 |
Equity Investors [Member] | |
Warrant, Amount | $ 99 |
Warrant, Issue date | Sep. 8, 2016 |
Warrant, Expiration date | Sep. 8, 2021 |
Warrant, Exercise price | $ / shares | $ 20 |
Equity Investors [Member] | |
Warrant, Amount | $ 97 |
Warrant, Issue date | Sep. 29, 2016 |
Warrant, Expiration date | Sep. 29, 2021 |
Warrant, Exercise price | $ / shares | $ 20 |
Equity Investors [Member] | |
Warrant, Amount | $ 104 |
Warrant, Issue date | Oct. 12, 2016 |
Warrant, Expiration date | Oct. 12, 2021 |
Warrant, Exercise price | $ / shares | $ 20 |
Investment Bank [Member] | |
Warrant, Amount | $ 79 |
Warrant, Issue date | Dec. 9, 2012 |
Warrant, Expiration date | Dec. 9, 2019 |
Warrant, Exercise price | $ / shares | $ 5 |
Investment Bank [Member] | |
Warrant, Amount | $ 97 |
Warrant, Issue date | Oct. 31, 2014 |
Warrant, Expiration date | Oct. 31, 2021 |
Warrant, Exercise price | $ / shares | $ 5 |
Term Note Lender [Member] | |
Warrant, Amount | $ 94 |
Warrant, Issue date | Sep. 30, 2016 |
Warrant, Expiration date | Sep. 30, 2021 |
Warrant, Exercise price | $ / shares | $ 20 |
Term Note Lender [Member] | |
Warrant, Amount | $ 100 |
Warrant, Issue date | Nov. 11, 2016 |
Warrant, Expiration date | Nov. 11, 2021 |
Warrant, Exercise price | $ / shares | $ 10 |
Term Note Lender [Member] | |
Warrant, Amount | $ 150 |
Warrant, Issue date | Jan. 3, 2017 |
Warrant, Expiration date | Jan. 3, 2022 |
Warrant, Exercise price | $ / shares | $ 0.40 |
Term Note Lender [Member] | |
Warrant, Amount | $ 140 |
Warrant, Issue date | Nov. 8, 2017 |
Warrant, Expiration date | Nov. 8, 2022 |
Warrant, Exercise price | $ / shares | $ 10 |
Term Note Lender [Member] | |
Warrant, Amount | $ 20 |
Warrant, Issue date | Nov. 8, 2017 |
Warrant, Expiration date | Nov. 8, 2022 |
Warrant, Exercise price | $ / shares | $ 10 |
Stock-Based Awards - Schedule90
Stock-Based Awards - Schedule of Warrants Activity (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Warrants, Outstanding, Beginning balance | shares | 670 |
Number of Warrants, Issued | shares | 310 |
Number of Warrants, Exercised | shares | |
Number of Warrants, Expired | shares | |
Number of Warrants, Outstanding, Ending balance | shares | 980 |
Number of Warrants, Outstanding, Exercisable Ending balance | shares | 980 |
Weighted Average Exercise Price, Outstanding, Beginning | $ / shares | $ 13.75 |
Weighted Average Exercise Price, Issued | $ / shares | 10 |
Weighted Average Exercise Price, Exercised | $ / shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Weighted Average Exercise Price, Outstanding, Ending | $ / shares | 13.75 |
Weighted Average Exercise Price, Exercisable, Ending | $ / shares | $ 13.75 |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Beginning | 3 years 6 months 7 days |
Warrants outstanding ,Weighted Average Remaining Contractual Life in Years, Issued | 4 years 6 months 29 days |
Warrants exercisable, Weighted Average Remaining Contractual Life in Years | 4 years 18 days |
Warrants, Intrinsic value, Beginning | $ | |
Warrants, Intrinsic value, ending | $ | |
Warrants, Intrinsic value, Exercisable | $ |
Costs and Estimated Earnings 91
Costs and Estimated Earnings on Uncompleted Contracts - Schedule of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Costs and estimated earnings in excess of billings | $ 11,226 | |
Predecessor [Member] | ||
Costs and estimated earnings in excess of billings | $ 9,759 | |
Uncompleted Contracts [Member] | ||
Costs incurred on uncompleted contracts | 147,117 | |
Estimated earnings | 46,277 | |
Costs incurred on uncompleted contracts and estimated earnings | 193,394 | |
Billings to date | (212,472) | |
Costs and estimated earnings on uncompleted contracts | (19,078) | |
Costs and estimated earnings in excess of billings | 11,226 | |
Billings in excess of costs and estimated earnings | (30,304) | |
Costs and estimated earnings on uncompleted contracts | (19,078) | |
Uncompleted Contracts [Member] | Predecessor [Member] | ||
Costs incurred on uncompleted contracts | 59,902 | |
Estimated earnings | 21,346 | |
Costs incurred on uncompleted contracts and estimated earnings | 81,248 | |
Billings to date | (76,531) | |
Costs and estimated earnings on uncompleted contracts | (4,717) | |
Costs and estimated earnings in excess of billings | 9,759 | |
Billings in excess of costs and estimated earnings | (5,043) | |
Costs and estimated earnings on uncompleted contracts | $ 4,716 |
Backlog - Schedule of Reconcili
Backlog - Schedule of Reconciliation of Backlog Representing Signed Contracts (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Balance | |
Contract amount gross | 509,603 |
Less contract revenues earned | (264,958) |
Balance | 244,645 |
New Contracts and Adjustments [Member] | |
Contract amount gross | $ 509,603 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 11, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 06, 2017 |
Common stock, shares authorized | 8,000,000 | 8,000,000 | 200,000,000 | |
Number of common stock shares issued for services | ||||
Fair value of common stock shares issued for services | $ 1,682,000 | $ 446,000 | ||
Number of common stock shares issued | ||||
Number of common stock shares issued, value | $ 27,000 | $ 2,628,000 | ||
Number of shares issued for settlement of legal matter, shares | 9,181 | |||
Number of shares issued for settlement of legal matter | $ 125,000 | |||
Subsequent Event [Member] | ||||
Number of shares issued for settlement of legal matter, shares | 24,277 | |||
Number of shares issued for settlement of legal matter | $ 465,000 | |||
Number of shares issued for settlement of debt, shares | 271,655 | |||
Number of shares issued for settlement of debt | $ 5,468,000 | |||
Subsequent Event [Member] | Directors [Member] | ||||
Number of common stock shares issued for services | 25,750 | |||
Fair value of common stock shares issued for services | $ 429,000 | |||
Subsequent Event [Member] | Individual Investors [Member] | ||||
Number of common stock shares issued | 26,667 | |||
Number of common stock shares issued, value | $ 594,000 | |||
Subsequent Event [Member] | Consultants [Member] | ||||
Number of common stock shares issued for services | 135,000 | |||
Fair value of common stock shares issued for services | $ 2,455,000 | |||
Subsequent Event [Member] | Minimum [Member] | ||||
Common stock, shares authorized | 8,000,000 | |||
Subsequent Event [Member] | Maximum [Member] | ||||
Common stock, shares authorized | 100,000,000 |